fUiuuu!,  tl  Until  & CO,,  Jncr 
LIBRARY 


JnrtlM  111-  Library 
51 

J/S3^  


Allied  Packers.  Incorporated 

TO 

Central  Union  Trust  Company  of  New  York. 

TRUSTEE 


Jffirat  JMarlgagp 


DATED  DECEMBER  1.  1921 


The  Evening  Post  Job  Printing  Office,  Inc.,  154  Fulton  St.,  N.  T. 


Digitized  by  the  Internet  Archive 
in  2017  with  funding  from 

University  of  Illinois  Urbana-Champaign  Alternates 


https://archive.org/details/alliedpackersincOOalli 


TABLE  OF  CONTENTS.* 


a 


r J 


i 

J 

i 


Parties  

Recitals  

Form  of  coupon  bond  

Form  of  coupon 

Form  of  registered  bond  

Form  of  Trustee’s  authentication  

Grant  and  conveyance 

Consideration 

Property  conveyed  

— Real  estate  in  Michigan  

— Real  estate  in  West  Virginia  

— Real  estate  in  New  York  

— Real  estate  in  Virginia  

— Real  estate  in  Georgia  

— Plants,  buildings,  equipment,  etc 

— Other  real  estate,  etc 

— Rents,  issues,  profits  and  other  income  from  real  estate,  etc. . . 

— Stock  of  subsidiary  companies 

— Other  stocks,  etc 

Habendum  

Grant  in  trust 


PAGE 

1 

1 

2 

5 

5 

7 

8 
8 
8 
9 

10 

16 

17 

21 

23 

24 
24 

24 

25 
25 
25 


ARTICLE  ONE. 

Obligations  Secured  by  This  Indenture. 

Aggregate  amount  of  debt  secured 

Obligations  secured : 

— One-half  principal  and  two-thirds  interest  of  existing  de- 
bentures   

— Series  A debentures 

— First  mortgage  bonds 

Term  “obligations  secured  by  this  Indenture”  defined 


25 


25 

25 

25 

25 


U 


* The  Table  of  Contents,  marginal  notes  and  the  article  and  section  numbering  appearing 
at  the  tops  of  the  pages  are  not  in  the  indenture  as  executed  and  recorded. 


11 


ARTICLE  TWO. 

Form  of  Execution,  Delivery,  Registry  and  Exchange  of  Bonds. 

page. 

Sec.  1.  Aggregate  amount  of  bonds 26 


Form  and  denominations ..  26 

Numbering  of  coupon  bonds 26 

Identification  of  registered  bonds 26 

Statment  on  registered  bonds 26 

Execution  by  former  officers  adopted 26 

Authentication  of  coupons 27 

Effect  of  Trustee’s  authentication 27 

Cancellation  of  coupons  before  authentication 27 

Authentication  and  delivery  of  bonds  in  advance  of  re- 
cording Indenture  and  without  delivery  of  securities 

specified  in  Granting  Clauses  thereof 27 

Sec.  2.  Registration  and  transfer  books  to  be  kept 27 

Registration  of  bonds  in  coupon  form 27 

Transfer  of  registered  bonds  in  coupon  form 28 

Coupons  to  remain  negotiable 28 

Coupon  bonds  and  registered  bonds  interchangeable 28 

Transfer  of  registered  bonds  without  coupons 28 

Sec.  3.  Date  of  registered  bonds 29 

Registered  bonds  to  bear  interest  from  respective  dates 

thereof 29 

Authentication  and  delivery  of  new  registered  bonds  on 

surrender  for  transfer  of  registered  bonds 29 

Upon  issue  of  registered  bonds  Company  to  reserve  un- 
issued equal  principal  amount  of  coupon  bonds 29 

Surrendered  bonds  and  coupons  to  be  cancelled  and  deliv- 
ered to  Company 29 

Sec.  4.  Ownership  of  bonds 30 

Sec.  5.  Temporary  bonds 30 

Sec.  6.  Replacing  bonds  mutilated,  or  destroyed  or  lost 31 


ARTICLE  THREE. 

Issue  of  Bonds. 

Sec.  1.  Issue  of  bonds 31 

— (a)  in  exchange  for  existing  debentures 31 


iii 

PAGE. 

— ( b ) in  exchange  for  Series  A and  Series  B debentures  31 
Conversion  of  portion  of  debt  not  entitled  to  security 

into  Prior  Preference  Stock 32 

Surrender  by  Trustee  of  existing  debentures  and  Series  A 
and  Series  B debentures  received  in  exchange  for  bonds.  32 
Sec.  2.  Conversion  of  existing  debentures  and  Series  B deben- 
tures into  Prior  Preference  Stock 32 

Covenant  to  create  issue  of  Prior  Preference  Stock 33 

Company  to  pay  stock  taxes,  if  any 33 

Method  and  rate  of  conversion  of  existing  debentures 

and  Series  B debentures  into  Prior  Preference  Stock..  33 

Adjustment  on  conversion 34 

Date  and  time  of  conversion 35 

ARTICLE  FOUR. 

Redemption  of  Bonds. 

Sec.  1.  Bonds  redeemable  on  any  interest  payment  date  at  election 

of  Company 35 

Notice  by  publication 35 

Contents  of  notice 36 

Notice  to  bondholders  by  mail 36 

Bonds  become  due  on  redemption  date 36 

Interest  to  cease 36 

Payment  of  bonds  redeemed 36 

Sec.  2.  Continuation  of  trust  so  long  as  any  existing  debentures 

or  Series  A debentures  are  outstanding 36 

Termination  of  trust  on  proof  that  no  existing  debentures 
or  Series  A debentures  are  outstanding,  or  on  deposit  of 
amount  necessary  to  redeem  and  on  provision  to  insure 

notice 36,  37 

Sec.  3.  Redeemed  bonds  to  be  cancelled  by  Trustee  and  returned 

to  Company 37 

ARTICLE  FIVE. 

Sinking  Fund. 

Sec.  1.  Creation  of  sinking  fund 37 

Sinking  fund  payments 37 


IV 


Sec. 


Sec. 


Sec. 


PAGE. 


2.  Sinking  fund  to  be  applied  to  purchase  of  bonds 38 

Moneys  not  applied  to  purchase  of  bonds  to  be  applied  to 

redemption  thereof 38 

Notice  of  redemption 38 

Bonds  become  due  on  date  specified  in  notice 38 

Interest  to  cease 38 

Payment  of  redeemed  bonds 38 

3.  Sinking  fund  security  for  all  outstanding  bonds  until 

designated  for  redemption 38 

Conversion  after  designation  for  redemption 38 

4.  Purchased  or  redeemed  bonds  to  be  cancelled  by  Trustee 

and  delivered  to  Company 39 


ARTICLE  SIX. 

Conversion  of  Bonds  into  Common  Stock. 

Sec.  1.  Bonds  convertible  into  common  stock  of  Company 

Rate  of  conversion 

Notice  of  election  to  convert 

Deposit  of  bonds 

Notice  to  constitute  contract  with  Company 

Sec.  2.  Stock  to  be  issued  in  conversion  of  bonds 

Company  to  pay  stock  taxes,  if  any 

Sec.  3.  Suspension  of  right  to  convert 

Sec.  4.  Covenant  to  provide  stock  for  conversion  requirements.  . . . 
Sec.  5.  Bonds  surrendered  for  conversion  to  be  cancelled 


39 

39 

39 

39 

39 

40 
40 

40 

41 
41 


ARTICLE  SEVEN. 

Particular  Covenants  of  the  Company. 

Sec.  1.  Covenant  to  pay  principal  and  interest 41 

— without  deduction  for  taxes  (except  Federal  and  New 

York  State  income  taxes) 41 

Interest  payments  on  coupon  and  registered  bonds 41 

Sec.  2.  Covenant  to  refund  certain  Pennsylvania  taxes 42 

Covenant  to  refund  certain  Maryland  taxes 42 

Sec.  3.  Covenant  to  refund  certain  Massachusetts  taxes 42 


V 


PAGE 

Sec.  4.  Covenant  not  to  extend  payment  of,  or  purchase,  coupons.  43 

Sec.  5.  Covenant  to  maintain  office  or  agency  in  Borough  of  Man- 
hattan, New  York  City 43 

Sec.  6.  Covenant  to  maintain  franchises  and  property 44 

Covenant  to  pay  taxes  and  discharge  claims 44 

Sec.  7.  Covenant  to  insure 44 


Sec.  8.  Covenant  to  use  all  lawful  powers  so  that  subsidiary  and 

controlled  companies  shall 44 

— (a)  Preserve  corporate  organization 44 

— ( b ) Pay  taxes  and  discharge  claims 44 

— (c)  Keep  property  in  repair 44 

— ( d ) Not  increase  capital  stock  unless  pro  rata  part 

of  increase  be  acquired  by  the  Company  and 

pledged  under  Indenture 45 

Terms  “subsidiary”  and  “subsidiary  company”  defined.  . . 45 

Term  “controlled  company”  defined 45 

Sec.  9.  Covenant  of  further  assurance 45 

Sec.  10.  Covenant  to  assign  claims,  etc.,  against  subsidiary  or  con- 
trolled companies  to  Trustee 45 

Sec.  11.  Covenant  of  seizin  and  authority  to  mortgage 46 

Sec.  12.  Advances  to  the  Company  by  Trustee 46 


ARTICLE  EIGHTH. 

Control  of  Stocks  and  Bonds. 

Sec.  1.  Registration  and  transfer  of  securities  received  by  Trus- 


tee as  security 46 

Trustee  may  act  to  protect  corporate  existence  of  sub- 
sidiary or  controlled  companies 46 

Trustee  to  act  on  request  of  Company  to  ensure  such 

protection  47 

— but  only  as  deemed  expedient  by  Trustee 47 

Sec.  2.  Until — 

— A.  Entry  by  Trustee,  or 47 

— B.  Default  in  payment  of  interest  on  obligations 

secured  by  indenture,  or 47 

— C.  An  event  of  default  specified  in  Article  Nine  shall 

happen  47 


VI 


PAGE 


— (a)  Trustee  not  entitled  to  interest  on  pledged  se- 

curities   47 

— ( b ) But  Company  to  receive  such  interest  and  divi- 

dends on  pledged  stock 47 

— ( c ) Trustee  to  permit  Company  to  collect  such  in- 

terest and  dividends,  and 48 

— (d)  Company  may  collect  and  discharge  claims  in 

its  favor  against  subsidiary  or  controlled  com- 
panies   48 


Provided 

— '(1)  Company  entitled  only  to  interest  and  dividends 
paid  from  income  or  proceeds  of  current  oper- 


ations   48 

— (2)  Company  not  to  sell  or  pledge  interest  or  divi- 

dends   49 

— (3)  Company  not  to  collect  interest  or  dividends  by 

legal  proceedings  without  consent  of  Trustee.  49 

— (4)  Until  paid  or  discharged  right  to  interest  and 

dividends  to  remain  subject  to  indenture.  ...  49 

Trustee  may  assume  moneys  received  are  from  current 

operations 49 

Company  to  return  to  Trustee  evidence  of  unpaid  claims 

or  proof  of  discharge 49 


Sec.  3.  Application  by  Trustee  of  sums  paid  on  account  of  prin- 
cipal of  obligations  subject  to  indenture  not  paid 


from  income,  or  paid  out  of  proceeds  of  sale  of 

property  securing  obligations 49 

Sec.  4.  Until  entry  by  Trustee  on  default,  Company  entitled  to 

vote  pledged  stock 50 

— Trustee  to  deliver  proxies  to  Company 50 

—Trustee  to  have  all  rights  of  owner  in  respect  of  se- 
curities held  by  it  as  Trustee  under  indenture.  50 
Sec.  5.  In  case  of  default — 

— (a)  In  payment  of  principal  or  interest  of  obliga- 
tions held  under  indenture  or  covenants  in 
mortgage,  etc.,  securing  same,  or 50 


Vll 

page 

— ( b ) In  payment  of  principal  or  interest  of  obliga- 

tions secured  by  mortgage,  etc.,  securing  obli- 
gations held  under  indenture  or  covenants  in 

said  mortgage  ; . . . 50 

— Trustee  may  enforce  rights  by  legal  proceeding 51 

— In  case 

— (c)  Company  whose  stock  is  subject  to  indenture 

is  dissolved;  or 51 

— ( d ) Property  of  such  Company  is  sold;  or 51 

— (e)  Property  covered  by  mortgage  securing  bonds 

subject  to  indenture  is  sold  upon  foreclosure  51 
— Trustee  shall,  upon  written  request  of  Company  or 
of  holders  of  majority  of  obligations  secured  by 

indenture,  purchase  such  property 52 

— Trustee,  with  consent  of  Company,  may  vote  or  take 

other  action  with  respect  to  pledged  securities ; or  52 
— Join  in  plan  of  reorganization  or  adjustment  with 

respect  to  such  securities 52 

Company  to  provide  Trustee  with  funds 52 

Trustee  may  advance  funds 53 

Trustee  to  have  prior  lien  to  secure  repayment  of 

advances 53 

Proceeds  of  sale  to  be  held  as  additional  security 53 

Application  of  proceeds 53 

Sec.  6.  Renewal  or  exchange  of  obligations  secured  by  mortgage 

of  subsidiary  or  controlled  company 53 

Provided — 

— (a)  In  case  of  renewal  of  obligations  subject  to 
indenture  renewed  obligations  to  continue  sub- 
ject to  indenture 53 

— ( b ) In  case  of  exchange  of  obligations  subject  to 
indenture,  substituted  obligations  to  become 

subject  to  indenture 54 

— -Consent  of  Trustee .. 54 

Sec.  7.  Consolidation,  merger  or  sale  of  property 54 

— (a)  Between  subsidiary  and  controlled  companies.  . 54 

— ( b ) Between  Company  whose  capital  stock  is  pledged 

under  indenture  and  subsidiary  and  controlled 
companies 54 


Vlll 


PAGE 

Provided  that — 

— (1)  Stock  held  as  result  of  consolidation  or  merger 
bears  proportionate  relation  to  total  capital 
stock  at  least  as  high  as  that  borne  by  pre- 
viously pledged  stock  to  aggregate  stock  of 
constituent  companies 54 

— (2)  In  case  of  sale,  stock  of  purchasing  company 

becoming  subject  to  indenture  bears  propor- 
tionate relation  to  total  capital  stock  as  high  as 
that  borne  by  previously  pledged  stock  of  pur- 
chasing and  selling  companies  to  aggregate 
stock  of  said  companies.... 55 

— (3)  Resulting  stock  pledged  under  indenture  shall 

never  be  less  than  majority  thereof 55 

Merger,  consolidation  or  sale  of  property  of  Company 
less  than  a majority  of  the  capital  stock  of  which  is 

pledged  under  indenture 55 

Incrase  of  capital  stock  required  for  merger,  consolida- 
tion or  sale  permitted 55 

Merger  into,  or  sale  of  property  to,  Company  by  subsi- 
diary or  controlled  Company 56 

Trustee  may  vote  pledged  stock  to  effect  merger  or  con- 
solidation   56 

ARTICLE  NINE. 

Remedies  of  the  Trustee  and  Bondholders. 

Sec.  1.  Events  of  default 56 

— (a)  Non-payment  of  interest  on  existing  debentures 

or  Series  A debentures 56 

— ( b ) Non-payment  of  principal  of  existing  deben- 

tures or  Series  A debentures 56 

— (c)  Non-payment  of  interest  on  first  mortgage  bonds  57 

— ( d ) Non-ipayment  of  principal  of  first  mortgage 

bonds  57 

— ( e ) Non-observance  of  sinking  fund  covenants....  57 

— (/)  Non-observance  of  other  covenants 57 

— ( g ) Appointment  of  receiver  of  Company  or  trust 

estate 57 


IX 

PAGE 

— ( h ) Non-payment  of  interest  on  obligations  secured 

by  lien  on  property  of  subsidiary  or  con- 
trolled companies  57 

— (t)  Non-observance  of  covenant  contained  in  mort- 

gage or  instrument  constituting  lien  on  prop- 
erty of  subsidiary  or  controlled  companies.  . . 57 

Trustee  may  enter  and  operate  mortgaged  premises 57 

Application  of  income  by  Trustee  in  possession 58 

— (a)  Moneys  available  for  distribution  to  be  divided 

into  16,000  equal  parts 58 

• — One  such  part  to  inure  to  benefit  of  each  holder  of 

$1,000  existing  debenture 58 

— One  such  part  to  inure  to  benefit  of  each  holder  of 

$500  Series  A debenture 59 

— Remainder  of  parts  to  inure  to  benefit  of  holders  of 

First  Mortgage  Bonds 59 

— (1)  In  case  principal  of  obligations  secured  not  due  59 

— (2)  In  case  principal  of  obligations  secured  due.  ...  59 

Sec.  2.  Trustee  may  vote  pledged  stock  and  collect  income  and 

principal  of  pledged  securities 60 

Application  of  moneys  collected  in  case  of  receivership.  . 60 

Sec.  3.  Right  to  declare  principal  due 60 

Sec.  4.  Upon  default  Trustee  may 61 

— (a)  Sell  trust  estate 61 

— ( b ) Institute  legal  proceedings  to  enforce  its  rights 

and  rights  of  holders  of  secured  obligations.  . 61 

Sec.  5.  Trustee  to  act  on  request  of  twenty  per  cent,  of  secured 

obligations  61 

Sec.  6.  Property  to  be  sold  in  one  parcel 62 

— unless  such  sale  is  impracticable,  or 62 

— holders  of  majority  of  secured  obligations  request 

Trustee  to  sell  in  parcels 62 

Company  waives  all  rights  to  have  property  marshalled 

on  foreclosure  62 

Sec.  7.  Notice  of  sale 62 

Publication  of  notice 62 

Sec.  8.  Adjournment  of  sale 62 

Sec.  9.  Trustee  to  deliver  deed  on  completion  of  sale 63 


X 

PAGE 

Trustee  appointed  attorney  to  make  all  necessary  con- 
veyances   63 

Ratification  of  sale  by  Company 63 

Sale  to  divest  Company  of  all  right  and  title  to  prop- 
erty sold 63 

Personal  property,  except  as  stated,  to  be  considered  as 

fixtures  and  appurtenant  to  real  estate 63 

Sec.  10.  Purchaser  not  bound  to  see  to  application  of  purchase 

money  63 

Sec.  11.  Principal  of  bonds  to  become  due  upon  sale 64 

Sec.  12.  Application  of  purchase  money 64 

— Payment  of  costs  and  expenses  of  sale 64 

— Moneys  remaining  to  be  divided  into  16,000  equal 

parts  64 

— One  such  part  to  inure  to  benefit  of  each  holder  of 

$1,000  existing  debenture 64 

— One  such  part  to  inure  to  benefit  of  each  holder  of 

$500  Series  A debenture 64 

— Remainder  of  parts  to  inure  to  benefit  of  holders  of 

First  Mortgage  Bonds 64 

— (a)  Payment  of  amount  due 65 

— (b)  Payment  of  surplus 65 

Sec.  13.  Purchaser  may  apply  obligations  secured  under  Indenture 

ture  and  unpaid  matured  coupons  in  payment  of  pur- 
chase price  65 

Sec.  14.  Right  to  declare  principal  of  existing  debentures  and 
Series  A and  Series  B debentures  due  by  notice  to 

Trustee  66 

Declaration  not  to  bind  holder  or  registered  owner  not 

joining  in  notice  to  Trustee 66 

— unless  such  holder  or  registered  owner  notifies 

Trustee  of  election  to  have  principal  become  due  66 
Sec.  15.  Any  holder  or  registered  owner  of  existing  debentures 
or  Series  A debentures  entitled  to  proportionate  part  of 

proceeds  arising  from  enforcement  of  Indenture 67 

Sec.  16.  Company  waives  all  rights  under  stay  or  extension  laws.  . 67 

Sec.  17.  Trustee  may  exercise  right  of  entry  on  commencement  of 

proceedings  to  enforce  rights  under  Indenture 68 

Trustee  entitled  to  appointment  of  receiver 68 


xl 

PAGE 

Sec.  18.  Company  may  surrender  possession  of  property  to 

T rustee  68 

Sec.  19.  Holders  of  obligations  not  to  sue  until  application  made  to 

Trustee  69 

Sec.  20.  Remedies  cumulative  . . 70 

Sec.  21.  Delay  no  waiver 70 

Sec.  22.  Upon  discontinuance  of  proceeding  to  enforce  rights  under 
Indenture,  Company  and  Trustee  to  be  restored  to  for- 
mer position  and  rights 70 

ARTICLE  TEN. 

Immunity  of  Stockholders,  Officers  and  Directors. 

Stockholders,  officers  and  directors  exempted  from  lia- 
bility   70 

ARTICLE  ELEVEN. 

Acts  and  Apparent  Authority  of  Holders  of  Obligations  Secured 

by  this  Indenture. 

Forms  of  instruments  to  be  executed  by  holders  of  obliga- 
tions secured  by  Indenture 71 

— (a)  Proof  of  execution 71 

— ( b ) Proof  of  holding  of  obligations  transferable  by 

delivery,  tbe  kinds,  amounts,  numbers  and  date 
of  holding  thereof 71 

— (c)  Proof  of  ownership  of  registered  obligations...  72 

ARTICLE  TWELVE. 

Releases  of  Mortgaged  Property. 

Sec.  1.  Release  of  property  authorized,  provided: 72 

— (a)  Directors  deem  it  no  longer  necessary  or  advan- 

tageous in  operation  or  maintenance  of  re- 
maining properties  72 

— ( b ) Company  shall  have  sold  or  exchanged,  or  con- 

tracted to  sell  or  exchange  property  released  72 


Xll 

PAGE 

— ( c ) No  stock  of  subsidiary  or  controlled  companies 

shall  be  sold  unless  all  of  such  stock  shall  be 
sold,  or  unless  after  such  sale  the  Company 
owns  a majority  of  such  stock 72-73 

— ( d ) Consideration  received  at  least  equal  to  value  of 

property  released 73 

Sec.  2.  Sale  of  property  of  subsidiary  or  controlled  company  au- 
thorized provided 73 

• — (a)  Directors  deem  it  no  longer  necessary  or  advan- 
tageous in  operation  or  maintenance  of  prop- 
erties subject  to  Indenture 73 

— ( b ) Consideration  received  at  least  equal  to  value  of 

property  sold  73 

Sec.  3.  Property,  the  ownership,  possession  or  operation  of  which 

is  denied  Company  by  decree  of  court,  to  be  released.  . 73 

Sec.  4.  Company  may  dispose  of  obsolete  machinery  and  im- 
plements   74 

Sec.  5.  Action  of  Trustee  only  on  request  by  resolution  of  Di- 
rectors   74 

Certified  copy  of  resolution  to  be  delivered  to  Trustee.  . . 74 

Certificate  of  corporate  officers  to  be  filed  with  Trustee.  . 74 

— Contents  of  certificate 74 

Resolution  and  certificate  may  be  accepted  by  Trustee 

as  conclusive  evidence  of  facts  therein  set  forth 74 

— but  Trustee  may  require  additional  evidence 75 

Sec.  6.  Proceeds  of  sales  of  property  to  be  deposited  with  Trustee  75 

Application  of  deposited  proceeds 75 

Sec.  7.  Purchasers  not  required  to  see  to  application  of  purchase 

money  76 

Sec.  8.  Receiver  in  possession  may  exercise  rights  of  Company.  . 76 

ARTICLE  THIRTEEN. 

Concerning  the  Trustee. 

Sec.  1.  Conditions  of  acceptance  of  trust 76 

— Not  required  to  see  to  record  registry,  filing  or  refil- 
ing of  Indenture 76 


xm 


PAGE 


— Compensation  of  Trustee 76 

— Not  responsible  for  recitals 77 

— May  assume  no  default  exists  until  notified  by  hold- 
ers of  20%  of  obligations 77 

—Not  required  to  act  unless  indemnified 77 

— Not  required  to  take  notice  of  default  unless  notified 

by  holders  of  20%  of  obligations 77 

— Discretion  not  affected 78 

— Not  liable  except  for  willful  misconduct  or  gross 

negligence  78 

— Trustee  to  be  reimbursed  and  indemnified 78 

— To  have  prior  lien  for  compensation  and  expenses.  . 78 

— Protected  in  acting  on  advice  of  counsel 78 

—Protected  in  acting  upon  documents  believed  to  be 

genuine  78 

— May  deal  in  obligations  secured  by  indenture 78 

— May  rely  on  certificate  executed  under  corporate  seal 
accompanied  by  certified  copy  of  resolution  author- 
izing its  execution 79 

— May  accept  as  conclusive  statement  in  such  certificate  79 
Term  “board  of  directors”  includes  Executive  Committee  79 
Trustee  may  rely  on  certificate  of  Trustee  under  Deben- 
ture Agreement 79 

Sec.  2.  Trustee  may  resign  after  giving  notice 79 

Removal  of  Trustee 80 

Sec.  3.  Merger  or  consolidation  of  Trustee  or  successors 80 

Sec.  4.  Appointment  of  successor  trustee 80 

— by  holders  of  obligations 81 

— by  Company 81 

Qualifications  of  successor  trustee 81 

Notice  of  appointment  by  Company 81 

Appointee  of  obligation  holders  to  supersede  Company’s 

appointee  81 

Successor  trustee  shall  accept  appointment  in  writing. . . 81 

Sec.  5.  Company  and  Trustee  may  appoint  a co-trustee  or  a sepa- 
rate trustee  of  property  subject  to  Indenture 82 


xiv 

PAGE 

ARTICLE  FOURTEEN. 

Possession  Until  Default-Defeasance  Clause. 

Sec.  1.  Until  default,  Company  to  retain  possession  of  property 
subject  to  Indenture,  except  bonds  and  stocks,  etc. 

pledged 82 

Covenant  that  income  after  payment  of  operating  and 
maintenance  expenses  shall  be  applied  first  to  payment 

of  interest  on  secured  obligations 82 

Sec.  2.  Defeasance  clause  83 

ARTICLE  FIFTEEN. 

Consolidation,  Merger  and  Sale. 

Sec.  1.  Consolidation,  merger  or  sale  on  condition 83 

Sale  on  condition 84 

Sec.  2.  Effect  of  consolidation,  merger  or  sale 84 

Sec.  3.  Term  “Company”  includes  successor  corporation 85 

Sec.  4.  Company  may  surrender  powers  conferred 85 

ARTICLE  SIXTEEN. 

Sundry  Provisions. 

Sec.  1.  Covenants  and  agreements  of  Company  to  bind  successors 

and  assigns  85 

Sec.  2.  Term  “Trustee”  defined 85 

Sec.  3.  Indenture  may  be  executed  in  several  counterparts 86 

ARTICLE  SEVENTEEN. 

Parties  in  Interest. 

Parties  having  rights  under  Indenture 86 

Acceptance  of  Trust 86 

Testimonium 86 

Signatures  and  seals 87 

Acknowledgments 88-89 

Affidavit  90 


3n  Denture  dated  the  first  day  of  December,  1921,  by  and  between  Parties. 

Allied  Packers,  Incorporated,  a corporation  organized  and  exist- 
ing under  the  laws  of  the  State  of  Delaware,  hereinafter  called  the  Com- 
pany, party  of  the  first  part,  and 

Central  Union  Trust  Company  of  New  York,  a corporation 
organized  and  existing  under  the  laws  of  the  State  of  New  York,  having 
its  principal  office  and  place  of  business  at  No.  80  Broadway,  City,  County 
and  State  of  New  York,  hereinafter  called  the  Trustee,  party  of  the  second 
part : 

Whereas,  heretofore  and  under  date  of  July  1,  1919,  the  Company  Recitals, 
executed  and  delivered  to  The  Equitable  Trust  Company  of  New  York, 
as  trustee,  a certain  trust  indenture,  hereinafter  called  the  Debenture 
Agreement,  to  secure  an  authorized  issue  of  $25,000,000  principal  amount 
of  the  Twenty  Year  Convertible  Sinking  Fund  Six  Per  Cent.  Debenture 
Bonds  of  the  Company,  of  which  there  have  heretofore  been  authenticated 
and  delivered  by  the  trustee  under  the  Debenture  Agreement  debentures 
to  the  principal  amount  of  $16,000,000,  and  no  more,  all  of  which  remain 
outstanding  and  are  hereinafter  called  the  Existing  Debentures;  and 

Whereas,  the  Debenture  Agreement  does  not  provide  for  the  mortgage 
or  pledge  thereunder  of  any  property  as  security  for  the  Existing  Deben- 
tures, and  the  Existing  Debentures  are  wholly  unsecured  obligations  of 
the  Company ; and 

Whereas,  the  Company,  for  the  purposes  and  upon  the  terms,  condi- 
tions and  stipulations  hereinafter  set  forth,  has  duly  determined  to  execute 
and  deliver  to  the  Trustee  an  indenture  in  substantially  the  form  of  this 
Indenture  for  the  purpose  of  securing  the  payment  of  one-half  of  the 
principal  of  and  two-thirds  of  the  interest,  from  and  after  January  1, 

1922,  upon  the  Existing  Debentures ; and 

Whereas,  the  Company  has  entered  into  or  is  about  to  enter  into  an 
agreement  with  the  trustee  under  the  Debenture  Agreement,  of  even 
date  herewith,  hereinafter  called  the  Supplemental  Agreement,  by  which 
said  Supplemental  Agreement  it  is  provided  among  other  things  that  the 
principal  amount  of  debentures  at  any  time  issued  under  the  Debenture 
Agreement  shall  not  in  any  event  exceed  the  aggregate  principal  amount  of 
$16,000,000,  and  that,  except  as  otherwise  specifically  provided  in  the  Sup- 


2 


Form  of 
coupon  bond. 


plemental  Agreement,  no  additional  debentures  shall  be  authenticated  and 
delivered  by  the  trustee  under  the  Debenture  Agreement  save  in  accord- 
ance with  the  provisions  of  Section  3 of  Article  One  thereof,  authoriz- 
ing the  authentication  and  delivery  upon  and  subject  to  the  conditions 
therein  set  forth  of  new  debentures  for  debentures  mutilated,  destroyed 
or  lost,  and  save  that,  as  provided  in  the  Supplemental  Agreement,  any 
holder  of  Existing  Debentures  in  the  principal  amount  of  $1000  may  at 
his  option  surrender  the  same  to  the  trustee  under  the  Debenture  Agree- 
ment for  exchange  and  cancellation,  and,  in  exchange  therefor,  shall  there- 
upon receive  two?  debentures,  each  in  the  principal  amount  of  $500,  of 
which  one,  carrying  interest  at  the  rate  of  eight  per  cent,  per  annum, 
shall  be  known  as  a Series  A Debenture,  and  shall  in  its  entirety  be  entitled 
to  the  security  of  this  Indenture,  and  the  other,  carrying  interest  at  the 
rate  of  four  per  cent,  per  annum,  shall  be  known  as  a Series  B Debenture, 
and  shall  not  be  entitled  to  the  security  of  this  Indenture ; and 

Whereas,  as  hereinafter  provided,  the  holders  of  Existing  Deben- 
tures or  of  Series  A Debentures  may  at  their  option  and  upon  com- 
pliance with  the  terms  and  conditions  hereinafter  set  forth,  convert  that 
portion  of  the  debt  represented  thereby  entitled  to  the  security  of  this 
Indenture  into  bonds  of  the  Company  issued  under  and  secured  by  this 
Indenture,  in  the  place  and  stead  of  the  Existing  Debentures  and  Series  A 
Debentures  evidencing  the  debt  so  converted ; and 

Whereas,  the  bonds  to  be  so  issued  under  this  Indenture  (hereinafter 
called  First  Mortgage  Bonds)  and  the  coupons  to  be  attached  to  the 
coupon  bonds,  and  the  certificate  of  authentication  by  the  Trustee  to  be 
endorsed  on  said  First  Mortgage  Bonds,  are  to  be  in  substantially  the 
following  forms  respectively: 

[form  of  coupon  bond] 

No $ 

UNITED  STATES  OF  AMERICA 
State  of  Delaware 

ALLIED  PACKERS,  INCORPORATED 

First  Mortgage  and  Collateral  Trust  Convertible  Sinking  Fund 

8%  Gold  Bond. 

Allied  Packers,  Incorporated,  a Delaware  corporation  (herein- 
after called  the  Company),  for  value  received,  hereby  promises  to  pay  to 


3 


the  bearer  or,  if  this  bond  be  registered,  to  the  registered  holder  hereof, 
on  the  first  day  of  July,  1939,  at  the  office  or  agency  of  the  Company  in 
the  Borough  of  Manhattan,  in  the  City  of  New  York,  the  sum  of 

dollars,  in  gold  coin  of  the  United  States  of  America,  of  or 
equal  to  the  standard  of  weight  and  fineness  as  it  existed  on  January  1, 
1922,  and  to  pay  interest  thereon  from  January  1,  1922,  at  said  office  or 
agency,  in  like  gold  coin,  at  the  rate  of  eight  per  cent,  per  annum,  semi- 
annually on  the  first  day  of  January  and  the  first  day  of  July  in  each  year, 
but  only  upon  presentation  and  surrender  of  the  coupons  hereto  annexed 
as  they  shall  severally  mature. 

Both  the  principal  and  interest  of  this  bond  are  payable,  so  far  as 
may  be  lawful,  without  deduction  for  any  tax  or  taxes *(other  than  Fed- 
eral income  taxes  in  excess  of  two  per  cent,  and  other  than  New  York 
State  income  taxes)  which  the  Company  or  the  Trustee  under  the  Inden- 
ture hereinafter  mentioned  may  be  required  to  pay  thereon  or  to  retain 
therefrom  under  any  present  or  future  law  of  the  United  States  of 
America  or  of  any  state,  county,  municipality  or  other  taxing  authority 
therein. 

This  bond  is  one  of  an  authorized  issue  of  bonds,  not  exceeding  the 
aggregate  principal  amount  of  $8,000,000,  known  as  the  First  Mortgage 
and  Collateral  Trust  Convertible  Sinking  Fund  8%  Gold  Bonds  of  the 
Company,  issued  and  to  be  issued  under  and  secured  by  an  Indenture, 
dated  December  1,  1921,  between  the  Company  and  Central  Union  Trust 
Company  of  New  York,  as  Trustee,  given  to  secure  one-half  of  the  prin- 
cipal and  two-thirds  of  the  interest  from  and  after  January  1,  1922,  of  the 
^16,000,000  principal  amount  of  debentures  of  the  Company  hereto- 
fore issued  under  a certain  trust  indenture  executed  by  the  Company  to 
The  Equitable  Trust  Company  of  New  York,  as  trustee,  under  date  of 
July  1,  1919,  and  to  evidence  in  part  the  debt  so  secured  by  this  Inden- 
ture this  First  Mortgage  and  Collateral  Trust  Convertible  Sinking  Fund 
8%  Gold  Bond  of  the  Company  has  been  issued  in  exchange  for  a like 
principal  amount  of  said  debentures  so  secured.  Reference  is  hereby  made 
to  said  Indenture  executed  by  the  Company  to  Central  Union  Trust  Com- 
pany of  New  York,  as  Trustee,  dated  December  1,  1921,  for  a state- 
ment of  the  rights  of  the  holders  or  registered  owners  of  the  bonds  issued 
thereunder.  Except  as  provided  in  said  Indenture,  all  rights  of  action 
on  this  bond  and  the  coupons  hereto  appertaining  are  vested  exclusively 
in  the  Trustee. 

The  bonds  of  this  issue  are  subject  to  redemption,  in  whole  or  in 
part,  at  the  option  of  the  Company,  on  any  interest  payment  date,  on  at 
least  sixty  days’  prior  notice  by  publication,  as  provided  in  said  Inden- 
ture, at  the  face  value  thereof  and  accrued  interest,  plus  a premium  of 
ten  per  cent.  The  bonds  of  this  issue  are  subject  to  like  redemption  by 
operation  of  the  sinking  fund  provided  for  in  said  Indenture. 

At  the  option  of  the  holder  or  registered  owner,  this  bond  may  be  con- 
verted, under  conditions  and  regulations  prescribed  in  said  Indenture,  at 
any  time  prior  to  maturity  (except  when  the  books  for  the  transfer  of 


4 


the  common  stock  of  the  Company  are  closed,  and  except  that  in  the  case 
of  bonds  called  for  redemption  the  right  of  conversion  shall  expire  thirty 
days  prior  to  the  date  fixed  for  redemption)  into  shares  of  the  common 
stock  of  the  Company,  as  its  common  stock  shall  be  constituted  at  the 
time  of  such  conversion,  at  the  rate  of  ten  shares  of  said  common  stock  for 
each  $1000  principal  amount  of  bonds  of  this  issue,  as  provided  in  said 
Indenture. 

In  case  an  event  of  default  as  defined  in  said  Indenture  shall  happen, 
the  principal  of  the  bonds  of  this  issue  may  become  or  be  declared 
due  and  payable  in  the  manner  and  with  the  effect  provided  in  said 
Indenture. 

This  bond  shdll  pass  by  delivery  unless  registered  in  the  name  of  the 
owner  at  the  office  or  agency  of  the  Company  in  the  Borough  of  Man- 
hattan, City  of  New  York,  such  registration  being  noted  hereon  by  the 
Company.  After  such  registration,  no  transfer  shall  be  valid  unless 
made  at  said  office  or  agency  by  the  registered  owner  in  person  or  by 
attorney  duly  authorized  and  similarly  noted  hereon ; but  this  bond  may 
be  discharged  from  registration  by  being  in  like  manner  transferred  to 
bearer,  and  thereupon  transferability  by  delivery  shall  be  restored;  and 
this  bond  may  again,  from  time  to  time,  be  registered  or  transferred  to 
bearer  as  before.  Such  registration,  however,  shall  not  affect  the  nego- 
tiability of  the  coupons,  which  shall  continue  to  be  payable  to  bearer  and 
transferable  by  delivery  merely,  and  payment  thereof  to  bearer  shall  duly 
discharge  the  Company  in  respect  of  the  interest  therein  mentioned, 
whether  or  not  the  bond  be  registered. 

The  holder  of  any  coupon  bond  of  this  issue  may,  at  his  option,  in  the 
manner  prescribed  in  said  Indenture  and  upon  payment  of  the  charges 
therein  provided  for,  surrender  for  cancellation  his  bond,  with  all  unma- 
tured coupons  thereto  appertaining,  in  exchange  for  a like  principal  amount 
of  registered  bonds  without  coupons.  Any  such  registered  bond  in  like 
manner  may  in  turn  be  exchanged  for  a coupon  bond  or  bonds  on  pay- 
ment, if  the  Company  shall  so  require,  of  the  charges  provided  in  said 
Indenture. 

No  recourse  shall  be  had  for  the  payment  of  the  principal  or  interest 
of  this  bond  or  any  part  hereof,  or  for  any  claim  based  hereon  or  other- 
wise in  respect  hereof,  or  of  the  indebtedness  represented  hereby  or  by  the 
coupons  appertaining  hereto,  or  of  said  Indenture,  against  any  incorpora- 
tor, stockholder,  officer  or  director,  as  such,  past,  present  or  future,  of  the 
Company  or  of  any  successor  corporation,  either  directly  or  through  the 
Company  or  any  successor  corporation,  whether  by  virtue  of  any  con- 
stitutional provision,  statute,  or  rule  of  law,  or  by  the  enforcement  of  any 
assessment,  or  by  any  legal  or  equitable  proceeding,  or  otherwise,  all 
such  liability  being  by  the  acceptance  hereof  and  as  part  of  the  consider- 
ation hereof  expressly  released,  as  provided  in  said  Indenture. 

This  bond  shall  not  be  valid  or  become  obligatory  for  any  purpose  until 
it  shall  have  been  authenticated  by  the  certificate  of  the  Trustee  under 
said  Indenture  hereon  endorsed. 


5 


In  witness  whereof,  said  Allied  Packers,  Incorporated,  has  caused 
this  bond  to  be  signed  in  its  name  by  its  President  or  one  of  its  Vice- 
Presidents  and  its  corporate  seal  to  be  hereunto  affixed  and  to  be  attested 
by  its  Secretary  or  one  of  its  Assistant  Secretaries,  and  coupons  for 
said  interest  to  be  attached  hereto,  bearing  the  facsimile  signature  of  its 
Treasurer,  all  as  of  the  first  day  of  January,  1922. 

Allied  Packers,  Incorporated, 

By 


Attest : 


Vice-President. 


Assistant  Secretary. 


[FORM  OF  INTEREST  COUPON]  Form  of 

No $ coupon. 

On  the  first  day  of  , 19  , unless  the  bond  here- 

inafter mentioned  shall  have  been  called  for  previous  redemption,  Allied 
Packers,  Incorporated,  will  pay  to  bearer,  at  its  office  or  agency  in  the 
Borough  of  Manhattan,  in  the  City  of  New  York,  dollars, 

United  States  gold  coin,  without  deduction,  so  far  as  lawful,  for  taxes 
(other  than  Federal  income  taxes  in  excess  of  two  per  cent,  and  other 
than  New  York  State  income  taxes),  as  provided  in  said  bond,  being 
six  months’  interest  then  due  on  its  First  Mortgage  and  Collateral  Trust 
Convertible  Sinking  Fund  8%  Gold  Bond  No. 

Treasurer. 


[form  OF  REGISTERED  BOND] 

No 

UNITED  STATES  OF  AMERICA 
State  of  Delaware 

allied  PACKERS,  INCORPORATED 

First  Mortgage  and  Collateral  Trust  Convertible  Sinking  Fund 

8%  Gold  Bond. 

Allied  Packers,  Incorporated,  a Delaware  corporation  (hereinafter 
called  the  Company),  for  value  received,  hereby  promises  to  pay  to 

or  registered  assigns,  on  the  first  dav 
of  July,  1939,  at  the  office  or  agency  of  the  Company  in  the  Borough 
of  Manhattan,  in  the  City  of  New  York,  the  sum  of  dollars, 

in  gold  coin  of  the  United  States  of  America,  of  or  equal  to  the  standard 
of  weight  and  fineness  as  it  existed  on  January  1,  1922,  and  to  pay  interest 
thereon  from  the  date  of  this  bond  at  said  office  or  agency,  in  like  gold 


Form  of  regis- 
tered bond. 


6 


coin,  at  the  rate  of  eight  per  cent  .per  annum,  semi-annually  on  the  first 
day  of  January  and  the  first  day  of  July  in  each  year. 

Both  the  principal  and  interest  of  this  bond  are  payable,  so  far  as 
may  be  lawful,  without  deduction  for  any  tax  or  taxes  (other  than 
Federal  income  taxes  in  excess  of  two  per  cent,  and  other  than  New  York 
State  income  taxes)  which  the  Company  or  the  Trustee  under  the 
Indenture  hereinafter  mentioned  may  be  required  to  pay  thereon  or  to 
retain  therefrom  under  any  present  or  future  law  of  the  United  States 
of  America  or  of  any  state,  county,  municipality  or  other  taking  authority 
therein. 

This  bond  is  one  of  an  authorized  issue  of  bonds,  not  exceeding  the 
aggregate  principal  amount  of  $8,000,000,  known  as  the  First  Mortgage 
and  Collateral  Trust  Convertible  Sinking  Fund  8%  Gold  Bonds  of  the 
Company,  issued  and  to  be  issued  under  and  secured  by  an  Indenture, 
dated  December  1,  1921,  between  the  Company  and  Central  Union  Trust 
Company  of  New  York,  as  Trustee,  given  to  secure  one-half  of  the  prin- 
cipal and  two-thirds  of  the  interest  from  and  after  January  1,  1922,  of  the 
$16,000,000  principal  amount  of  debentures  of  the  Company  heretofore 
issued  under  a certain  trust  indenture  executed  by  the  Company  to  The 
Equitable  Trust  Company  of  New  York,  as  trustee,  under  date  of  July 
1,  1919,  and  to  evidence  in  part  the  debt,  so  secured  by  this  Indenture  this 
First  Mortgage  and  Collateral  Trust  Convertible  Sinking  Fund  8 % 
Gold  Bond  of  the  Company  has  been  issued  in  exchange  for  a like  prin- 
cipal amount  of  said  debentures  so  secured.  Reference  is  hereby  made 
to  said  Indenture  executed  by  the  Company  to  Central  Union  Trust 
Company  of  New  York,  as  Trustee,  dated  December  1,  1921,  for  a state- 
ment of  the  rights  of  the  holders  or  registered  owners  of  the  bonds 
issued  thereunder.  Except  as  provided  in  said  Indenture,  all  rights  of 
action  on  this  bond  are  vested  exclusively  in  the  Trustee. 

The  bonds  of  this  issue  are  subject  to  redemption,  in  whole  or  in 
part,  at  the  option  of  the  Company,  on  any  interest  payment  date,  on 
at  least  sixty  days’  prior  notice,  by  publication,  as  provided  in  said  Inden- 
ture, at  the  face  value  thereof  and  accrued  interest,  plus  a premium  of 
ten  per  cent.  The  bonds  of  this  issue  are  subject  to  like  redemption 
by  operation  of  the  sinking  fund  provided  for  in  said  Indenture. 

At  the  option  of  the  registered  owner,  this  bond  may  be  converted, 
under  conditions  and  regulations  prescribed  in  said  Indenture,  at  any  time 
prior  to  maturity  (except  when  the  books  for  the  transfer  of  the  common 
stock  of  the  Company  are  closed,  and  except  that  in  the  case  of  bonds 
called  for  redemption  the  right  of  conversion  shall  expire  thirty  days  prior 
to  the  date  fixed  for  redemption)  into  shares  of  the  common  stock  of  the 
Company,  as  its  common  stock  shall  be  constituted  at  the  time  of  such 
conversion,  at  the  rate  of  ten  shares  of  said  common  stock  for  each  $1000 
principal  amount  of  bonds  of  this  issue,  as  provided  in  said  Indenture. 

In  case  an  event  of  default  as  defined  in  said  Indenture  shall  happen, 
the  principal  of  the  bonds  of  this  issue  may  become  or  be  declared  due  and 
payable  in  the  manner  and  with  the  effect  provided  in  said  Indenture. 


7 


This  bond  is  transferable  by  the  registered  owner  hereof,  in  person 
or  by  attorney  duly  authorized,  at  the  office  or  agency  of  the  Company, 
in  the  Borough  of  Manhattan,  City  of  New  York,  upon  surrender  and 
cancellation  of  this  bond,  and  a new  registered  bond  will  be  issued  to 
the  transferee  in  exchange  therefor,  as  provided  in  said  Indenture,  and 
on  payment,  if  the  Company  shall  so  require,  of  the  charges  therein  pro- 
vided for.  This  bond  may  be  exchanged  for  coupon  bonds  of  the  denom- 
ination of  $500  or  of  $1000  for  the  same  aggregate  principal  amount 
and  bearing  all  unmatured  coupons,  and  any  such  coupon  bond  may  in 
turn  be  re-exchanged  for  a registered  bond,  in  each  case  as  provided  in 
said  Indenture,  and  on  payment,  if  the  Company  shall  so  require,  of 
the  charges  therein  provided  for. 

No  recourse  shall  be  had  for  the  payment  of  the  principal  or  interest 
of  this  bond  or  any  part  thereof,  or  for  any  claim  based  hereon  or  other- 
wise in  respect  hereof,  or  of  the  indebtedness  represented  hereby,  or  of 
said  Indenture,  against  any  incorporator,  stockholder,  officer  or  director, 
as  such,  past,  present  or  future,  of  the  Company,  or  of  any  successor 
corporation,  either  directly  or  through  the  Company  or  any  successor 
corporation,  whether  by  virtue  of  any  constitutional  provision,  statute,  or 
rule  of  law,  or  by  the  enforcement  of  any  assessment,  or  by  any  legal  or 
equitable  proceeding,  or  otherwise,  all  such  liability  being  by  the  acceptance 
hereof  and  as  part  of  the  consideration  hereof  expressly  released,  as  pro- 
vided in  said  Indenture. 

This  bond  shall  not  be  valid  or  become  obligatory  for  any  purpose 
until  it  shall  have  been  authenticated  by  the  certificate  of  the  Trustee 
under  said  Indenture  hereon  endorsed. 

In  witness  whereof,  said  Allied  Packers,  Incorporated,  has  caused 
this  bond  to  be  signed  in  its  name  by  its  President  or  one  of  its  Vice- 
Presidents  and  its  corporate  seal  to  be  hereunto  affixed  and  to  be  attested 
by  its  Secretary  or  one  of  its  Assistant  Secretaries,  all  as  of  the  day 

of  , 19  . 

Allied  Packers,  Incorporated, 

By 

Attest : Vice-President. 

Assistant  Secretary. 


[form  of  trustee’s  certificate  on  coupon  and  registered  bonds] 

This  bond  is  one  of  the  bonds  described  in  the  within-mentioned 
Indenture. 


Form  of 
Trustee’s 
authentica- 
tion. 


Central  Union  Trust  Company  of  New  York, 

Trustee, 

By 


8 

and 

Whereas,  all  acts  and  things  prescribed  by  law  and  by  the  certificate 
of  incorporation  and  by-laws  of  the  Company  have  been  duly  complied 
with,  and  the  Company  has  executed  this  Indenture  in  the  exercise  of  each 
and  every  legal  right  and',  power  in  it  vested,  and  all  things  necessary  to 
make  this  Indenture  a valid  and  binding  mortgage  and  agreement  for  the 
security  of  the  obligations  hereby  secured  and  to  make  the  First  Mortgage 
Bonds,  when  authenticated  by  the  Trustee  and  issued  by  the  Company, 
the  legal,  valid  and  binding  obligations  of  the  Company  have  been  done 
and  performed ; 

Grant  and  NOW,  THEREFORE,  THIS  INDENTURE  WITNESSETH,  that  in  Order  to 

conveyance.  secure  payment  of  one-half  of  the  principal  of,  and  two-thirds  of  the 
interest  from  and  after  January  1,  1922,  upon,  the  Existing  Debentures, 
and  all  of  the  principal  and  interest  of  the  Series  A Debentures  and  of  the 
First  Mortgage  Bonds  which  may  be  issued  in  conversion  of  that  part  of 
the  debt  secured  by  this  Indenture,  represented  by  the  Existing  Debentures, 
and  to  secure  the  performance  and  observance  of  all  the  covenants  and 
conditions  contained  in  this  Indenture,  and  to  declare  the  terms  and  condi- 
tions upon  which  the  First  Mortgage  Bonds  are  issued,  received  and  held, 
Consideration,  and  for  and  in  consideration  of  the  premises  and  of  the  acceptance  or 
purchase  of  the  First  Mortgage  Bonds  by  the  holders  thereof,  and  of  the 
sum  of  one  hundred  dollars,  lawful  money  of  the  United  States  of 
America,  to  the  Company  duly  paid  by  the  Trustee  at  or  before  the  enseal- 
ing and  delivery  of  this  Indenture,  the  receipt  whereof  is  hereby  acknowl- 
edged, the  Company  has  executed  and  delivered  this  Indenture  and  has 
granted,  bargained,  sold,  aliened,  remised,  released,  conveyed,  confirmed, 
assigned,  transferred  and  set  over,  and  by  these  presents,  does  grant,  bar- 
gain, sell,  alien,  remise,  release,  convey,  confirm,  assign,  transfer  and  set 
over  unto  the  Trustee,  its  successors  in  the  trust  and  their  assigns,  all  and 
singular  the  real  estate,  plants,  tools,  machinery,  and  other  like  property, 
and  stocks  and  bonds  of  companies  subsidiary  to  and  controlled  by  the 
Company  and  interests  therein,  owned  by  the  Company  at  the  time  of  the 
execution  of  this  Indenture,  or  thereafter  acquired,  including  as  part  of 
the  property  and  premises  hereby  granted,  bargained,  sold,  aliened,  re- 
mised, released,  conveyed,  confirmed,  assigned,  transferred  and  set  over 
the  following  pieces  and  parcels  of  property,  to  wit : 

FIRST. 


Property 
conveyed : 


All  and  singular  the  following  lands  and  interests  in  lands : 


0 


FIRST:  IN  MICHIGAN. 

All  those  tracts , pieces  or  parcels  of  land,  with  the  buildings,  struc- 
tures, erections  and  constructions  thereon,  situated,  lying,  and  being  in  the 
City  of  Detroit,  County  of  Wayne,  and  State  of  Michigan,  more  partic- 
ularly bounded  and  described  as  follows: — 

All  those  certain  tracts,  pieces  or  parcels  of  land  situated,  lying  and 
being  in  the  City  of  Detroit,  County  of  Wayne,  and  State  of  Michigan, 
bounded  and  described  as  follows:  Lots  numbered  One  (1),  Two  (2), 
Three  (3),  Four  (4),  Five  (5),  Six  (6),  Seven  (7),  Eight  (8),  Nine 
(9),  Ten  (10),  Eleven  (11),  Twelve  (12),  Thirteen  (13),  Fourteen 
(14),  Fifteen  (15),  Sixteen  (16),  Seventeen  (17),  Eighteen  (18),  Nine- 
teen (19),  Twenty  (20),  Twenty-one  (21),  Twenty-two  (22),  Twenty- 
three  (23),  Twenty-four  (24),  Twenty-five  (25),  Twenty-six  (26), 
Twenty-seven  (27),  Twenty-eight  (28),  Twenty-nine  (29),  Thirty  (30) 
and  Thirty-one  (31),  both  inclusive,  of  Whitwood  and  Vernor’s  Sub- 
division of  a part  of  Private  Claims  727  and  729  lying  south  of  Michigan 
Avenue,  according  to  the  plat  thereof  recorded  in  Liber  19  of  Plats  on 
page  29  of  said  Wayne  County  Records ; also,  all  that  rear  part  of  Private 
Claim  729  situated,  lying  and  being  in  the  City  of  Detroit,  County  of 
Wayne,  and  State  of  Michigan,  bounded  and  described  as  follows: 
Commencing  at  a point  on  the  west  line  of  Twentieth  Street  one  hun- 
dred twenty-nine  and  99/100  (129-99/100)  feet  southerly  from  the 
south  line  of  Michigan  Avenue ; thence  southerly  along  said  west  line 
of  Twentieth  Street  one  hundred  eight  and  34/100  (108-34/100)  feet  to 
a point ; thence  westerly  parallel  to  the  southerly  line  of  Michigan  Avenue 
six  hundred  forty-one  and  36/100  (641-36/100)  feet  to  the  west  line  of 
Private  Claim  729;  thence  northerly  along  said  west  line  of  Private 
Claim  729  one  hundred  eleven  and  84/100  (111-84/100)  feet  to  a point; 
thence  easterly  along  the  south  line  of  alley  parallel  to  the  south  line  of 
Michigan  Avenue  six  hundred  forty-nine  and  74/100  (649-74/100)  feet 
to  the  place  of  beginning,  excepting  a private  roadway  twenty-five  (25) 
feet  wide  east  of  and  adjoining  the  west  line  of  Private  Claim  729;  all 
that  part  of  Private  Claim  729  situated,  lying  and  being  in  the  City  of 
Detroit,  County  of  Wayne,  and  State  of  Michigan,  bounded  and  described 
as  follows : Beginning  on  the  easterly  line  of  said  Private  Claim  729, 
which  easterly  line  is  also  the  westerly  line  of  Twentieth  Street,  at  a point 
distant  southerly  two  hundred  fifty  (250)  feet  from  the  southerly  line  of 
Michigan  Avenue  measured  along  said  Private  Claim  line ; thence  westerly 
at  right  angles  to  said  easterly  line  of  Private  Claim  729  to  a point  distant 
easterly  thirty  (30)  feet  from  the  westerly  line  of  said  Private  claim 
729  measured  at  right  angles  thereto ; thence  northerly  parallel  with  said 
westerly  line  of  Private  Claim  729  to  a point  on  the  northerly  line  of  a 
parcel  of  land  deeded  to  the  Michigan  Central  Railroad  Company  by 
Caroline  S.  Case,  et  ah,  by  Deed  dated  May  23,  1893,  and  recorded  July 
12,  1893,  in  Liber  425  of  Deeds  on  page  359,  said  point  being  distant 


— Real  estate 
in  Michigan  ; 


10 


— Real  estate 
in  West 
Virginia  ; 


southerly  two  hundred  twenty  (220)  feet  from  the  southerly  line  of 
Michigan  Avenue  measured  at  right  angles  thereto;  thence  easterly  along 
the  northerly  line  of  the  premises  deeded  by  Caroline  S.  Case,  et  ah,  as 
aforesaid,  (said  line  being  also  the  southerly  line  of  the  property  deeded 
to  Peter  Zacharias  by  Anette  V.  Herod  and  Caroline  Case,  et  al.,  by 
deeds  dated  June  9,  1908,  and  June  26,  1908,  respectively,  and  recorded 
respectively  in  Liber  676,  page  339,  and  Liber  658,  page  584,  of  Deeds, 
Wayne  County  Records)  and  parallel  with  the  southerly  line  of  Michigan 
Avenue  to  the  easterly  line  of  said  Private  Claim  729;  thence  southerly 
along  the  last  mentioned  line  to  the  place  of  beginning, — containing  one 
and  fifty-nine  hundredths  (1.59)  acres,  be  the  same  more  or  less;  all  that 
certain  piece  or  parcel  of  land  situated,  lying  and  being  in  the  City  of 
Detroit,  County  of  Wayne,  and  State  of  Michigan,  bounded  and  described 
as  follows:  Commencing  at  the  north-west  corner  of  Lot  One  (1)  of 
Whitwood  and  Vernor  Subdivision  of  a part  of  Private  Claim  727  and 
729,  lying  south  of  Michigan  Avenue,  according  to  the  plat  thereof  re- 
corded in  Liber  19  of  Plats  at  Page  29,  Wayne  County  Records,  thence 
southerly  perpendicular  to  the  southerly  line  of  Michigan  Avenue  along 
the  westerly  line  of  said  Lot  one  (1),  one  hundred  (100)  feet  to  the  rear 
line  of  said  Lot  one  (1),  thence  westerly  perpendicular  to  said  westerly 
line  eleven  and  forty  eight  one-hundredths  (11.48)  feet,  thence  northerly 
parallel  to  said  westerly  line  one  hundred  (100)  feet  to  the  southerly 
line  of  Michigan  Avenue,  thence  easterly  along  said  southerly  line  of 
Michigan  Avenue  eleven  and  forty  eight  one-hundredths  (11.48)  feet 
to  the  place  of  beginning ; also  all  other  lands  and  interests  in  lands  at  the 
date  hereof  belonging  to  the  grantor,  situated  adjacent  to  the  above  de- 
scribed premises,  or  any  thereof. 

Together  with  all  and  singular  the  buildings,  improvements,  ways, 
woods,  waters,  water  courses,  rights,  liberties,  privileges,  hereditaments 
and  appurtenances  to  the  same  belonging  or  in  any  wise  appertaining; 
and  the  alleys,  public  or  private,  in  and  abutting  upon  the  premises  herein- 
before described,  together  with  all  and  singular  the  hereditaments  and 
appurtenances  thereto  belonging  or  in  any  wise  appertaining:  and  the 
reversion  and  reversions,  remainder  and  remainders,  rents,  issues  and 
profits  thereof,  and  of  every  part  and  parcel  thereof ; and  all  the  estate, 
right,  title,  interest,  use,  possession,  property,  claim  and  demand  what- 
soever, both  in  law  and  equity,  of  the  grantor  of,  in  and  to  the  said  prem- 
ises, with  the  appurtenances. 


SECOND:  IN  WEST  VIRGINIA. 

All  those  tracts , pieces  or  parcels  of  land,  and  all  the  yards,  plants 
and  property,  with  the  buildings,  structures,  erections  and  constructions 
thereon,  situated,  lying  and  being  in  the  City  of  Fulton,  in  the  County  of 
Ohio,  in  the  State  of  West  Virginia,  more  particularly  bounded  and 
described  as  follows: 


11 


Tract  No.  1 

All  those  certain  tracts,  pieces  or  parcels  of  land,  situated,  lying  and 
being  in  the  City  of  Fulton,  in  the  County  of  Ohio,  in  the  State  of  West 
Virginia,  bounded  and  described  as  follows : — 

Parcel  A. 

That  piece  of  ground  in  the  said  City  of  Fulton  bounded  as  follows: — 
Commencing  at  the  southwest  corner  of  Pulton  Street  and  the  National 
Road,  same  being  the  northeast  corner  of  lot  number  one  (1),  thence 
running  with  the  southerly  side  of  the  National  Road  in  a northwesterly 
direction  to  the  east  side  of  an  alley  and  to  the  northwest  corner  of  lot 
numbered  four  (4),  thence  in  a southwesterly  direction  with  the  east  line 
of  the  said  alley,  same  being  the  west  line  of  said  lot  numbered  four  (4) 
to  Wheeling  Creek,  thence  up  the  said  creek  with  the  meanders  thereof  to 
the  west  line  of  Fulton  Street  or  the  east  line  of  said  lot  numbered  one 
(1),  thence  with  the  said  line  of  Fulton  Street  and  the  east  line  of  the 
said  lot  numbered  one  (1)  in  a northeasterly  direction  to  the  place  of 
beginning,  being  lots  numbered  one  (1),  two  (2),  three  (3),  and  four 
(4)  in  said  City  of  Fulton,  and  being  the  same  property,  part  of  which 
was  conveyed  to  Frederich  Schenk  by  Frederick  Folmar  and  wife,  by 
deed  dated  the  23rd  day  of  August,  A.  D.,  1873,  and  now  of  record  in 
the  office  of  the  Clerk  of  the  County  Court  of  Ohio  County,  West  Vir- 
ginia, in  Deed  Book  No.  61,  at  page  62,  part  thereof  conveyed  to  said 
Frederich  Schenk  by  Lewis  Baker  and  wife,  by  deed  dated  the  2nd  day 
of  May,  A.  D.  1874,  and  now  of  record  in  said  office  in  Deed  Book  No. 
68,  at  page  187,  part  thereof,  to  wit:  said  lot  numbered  three,  conveyed 
to  the  said  Frederich  Schenk  by  Henry  Roth  and  wife,  by  deed  dated 
the  16th  day  of  August,  1882,  and  now  of  record  in  said  office  in  Deed 
Book  No.  73,  at  page  50,  and  the  residue  thereof,  being  said  lot  num- 
bered four,  having  been  conveyed  to  the  said  Frederich  Schenk  by  Elisa- 
beth Roth,  by  deed  dated  the  29th  day  of  September,  A.  D.  1892,  and 
now  of  record  in  said  office  in  Deed  Book  No.  89,  at  page  533,  together 
with  the  pork  and  beef  packing  establishment  on  the  property  hereinbefore 
described  and  hereby  granted  and  conveyed,  the  boilers,  engines,  shafting, 
belting,  machinery  and  fixtures  of  every  kind  and  description,  tools  and 
appliances,  both  fixed  and  movable,  in  or  upon  the  land  hereby  granted, 
or  belonging  in  any  wise  thereto  or  to  said  establishment,  and  all  the 
buildings  and  improvements  of  every  kind  and  description  upon  the 
said  land,  or  any  part  thereof,  and  all  the  privileges  and  appurtenances 
to  the  said  land  in  any  wise  appertaining. 

Parcel  B. 

Also  all  the  real  estate  known  as  the  Fulton  Paper  Mill,  in  the  said 
City  of  Fulton,  in  the  County  and  State  aforesaid,  more  particularly 


12 


bounded  and  described  as  follows : Beginning-  at  the  southeast  corner 
of  Centre  and  Fulton  Streets,  in  said  City  of  Fulton,  and  running  thence 
southeastwardly  with  the  line  of  Centre  Street  that  is  nearest  to  Wheeling 
Creek  until  such  line  intersects  the  west  line  of  Marshall  Street,  thence 
running  with  the  west  line  of  Marshall  Street  southwestwardly  to  Wheel- 
ing Creek,  thence  down  said  creek  with  the  meanders  thereof  until  it 
intersects  the  east  line  of  Fulton  Street  extended,  thence  running  north- 
eastwardly with  the  east  side  of  Fulton  Street  to  the  place  of  beginning, 
excepting,  however,  from  the  land  embraced  within  the  last  mentioned 
boundaries  the  portion  thereof  which  was  conveyed  by  Lewis  Baker 
and  wife  to  Frederick  Forsch  by  deed  dated  September  18,  1875,  and  now 
of  record  in  said  office  in  Deed  Book  No.  64,  at  page  86,  described  in 
said  last-mentioned  deed  as  follows,  to  wit:  “A  portion  of  the  Fulton 
Paper  Mill  lot  situated  in  the  town  of  Fulton,  county  of  Ohio,  State  of 
West  Virginia,  bounded  as  follows,  to  wit : Commencing  at  a point  in  the 
westerly  line  of  Centre  Street  nineteen  (19)  feet  south  of  the  south  line 
of  the  said  mill,  thence  in  a straight  line  parallel  with  Marshall  Street 
to  a road  on  the  bank  of  Wheeling  Creek,  thence  with  said  road  to 
Marshall  Street,  thence  with  Marshall  Street  to  the  corner  of  Marshall 
and  Centre  Streets,  and  from  said  corner  along  the  westerly  line  of  Centre 
Street  to  the  place  of  beginning,”  the  portion  of  said  Fulton  Paper  Mill 
property  hereby  granted  and  conveyed  being  the  same  granted  and  con- 
veyed by  William  Erskin,  trustee,  to  the  said  Frederich  Schenk,  by  deed 
dated  the  19th  day  of  February,  A.  D.  1898,  and  now  of  record  in  said 
office  in  Deed  Book  No.  98,  at  page  428. 

Parcel  C. 

That  piece  of  land  in  the  said  City  of  Fulton,  in  the  County  and 
State  aforesaid,  granted  and  conveyed  by  George  P.  Folmar  and  wife  to 
the  said  Frederich  Schenk  by  deed  dated  the  7th  day  of  June,  A.  D. 
1887,  and  now  of  record  in  said  office  in  Deed  Book  No.  80,  at  page  346, 
bounded  and  described  as  follows : Beginning  at  a point  on  the  south  side 
of  Centre  Street  one  hundred  and  fifty-one  (151)  feet  in  a southeasterly 
direction  measured  along  said  south  side  of  Centre  Street  from  the  south- 
east corner  of  Marshall  and  Centre  Streets,  thence  running  along  the 
said  line  of  Centre  Street  in  a southeasterly  direction  to  the  line  of  a 
parcel  of  ground  once  owned  by  Rosanna  Bayha  and  distant  from  Berry 
Street  three  hundred  and  fifty-five  (355)  feet  measured  along  the  said 
line  of  Centre  Street,  thence  running  in  a southwesterly  direction  at  right 
angles  with  Centre  Street  and  binding  on  said  Rosanna  Bayba’s  line  to 
Wheeling  Creek,  thence  down  the  said  creek  with  the  meanders  thereof 
and  binding  thereon  to  a line  of  a lot  of  ground  owned  by  John  G.  Muth 
in  his  life  time,  thence  in  a northeasterly  direction  to  the  south  line  of 
Centre  Street  to  the  place  of  beginning,  together  with  the  fertilizing  works 
and  storage  establishment  on  the  last  bounded  and  described  land,  and 
the  boiler,  engines,  shafting,  belting,  machinery,  tools,  fixtures  and  appli- 


13 


ances,  both  fixed  and  movable,  in  or  belonging  to  the  said  fertilizing 
works  and  storage  establishment,  or  either  of  them  of  every  kind  and 
description,  and  all  other  buildings  and  improvements  on  the  last-men- 
tioned land,  and  all  the  privileges  and  appurtenances  thereunto  belonging 
or  in  any  wise  appertaining. 

Said  tract  No.  1 is  the  property  which  was  conveyed  to  F.  Schenk 
& Sons  Company,  a West  Virginia  corporation,  by  Frederich  Schenk 
(widower)  by  deed  dated  February  15,  1899,  and  recorded  in  the  office 
of  the  Clerk  of  Ohio  County,  West  Virginia,  on  February  15,  1899,  in 
Deed  Book  No.  100,  at  page  344,  and  which  was  subsequently  conveyed 
by  said  F.  Schenk  & Sons  Company,  together  with  other  property  to  the 
grantor  by  deed  dated  December  27,  1919. 


TRACT  No.  2. 


All  those  certain  tracts,  pieces  or  parcels  of  land  situated,  lying  and 
being  in  the  City  of  Wheeling,  in  the  County  of  Ohio,  in  the  State  of 
West  Virginia,  bounded  and  described  as  follows : — 

That  half  lot  of  ground  fronting  upon  the  east  side  of  Market  Street, 
between  Eleventh  and  Twelfth  Streets,  in  square  numbered  ten  (10), 
bounded  upon  the  north  by  the  property  of  the  Peabody  Insurance  Com- 
pany, on  the  west  by  Market  Street,  on  the  south  by  the  property  of 
Samuel  S.  Bloch,  and  on  the  east  by  a public  alley,  being  the  same  half 
lot  granted  and  conveyed  by  Peter  W.  Bosley  and  wife  to  Schenck  & 
Zoeckler,  by  deed  dated  the  9th  day  of  February,  A.  D.  1878,  and  now 
of  record  in  the  office  of  the  Clerk  of  the  County  Court  of  Ohio  County, 
West  Virginia,  in  Deed  Book  No.  67,  at  pages  597  and  598,  Benjamin  F. 
Zoeckler  and  wife  having  granted  and  conveyed  to  Frederich  Schenk 
(widower)  all  their  right,  title  and  interest  in  the  said  half  lot  by  deed 
dated  the  6th  day  of  September,  1880,  and  now  of  record  in  said  office 
in  Deed  Book  No.  70,  at  page  272,  together  with  the  building  and  improve- 
ments upon  said  half  lot  hereby  conveyed,  and  also  the  electric  plant, 
ice  machine,  gas  engine,  ice  boxes,  counters  and  shelving  in  the  building 
on  said  half  lot,  and  all  other  fixtures  in,  upon  or  belonging  to  the  said 
half  lot,  or  any  building  thereon,  and  all  the  privileges  and  appurtenances 
to  the  said  half  lot  belonging  or  in  any  wise  appertaining. 

Said  tract  No.  2 is  the  property  which  was  conveyed  to  F.  Schenk  & 
Sons  Company,  a West  Virginia  corporation,  by  Frederich  Schenk 
(widower)  by  deed  dated  February  15,  1899,  and  recorded  in  the  office 
of  the  Clerk  of  Ohio  County,  West  Virginia,  on  February  15,  1899,  in 
Deed  Book  No.  100,  at  Page  346,  and  which  was  subsequently  conveyed 
by  said  F.  Schenk  & Sons  Company,  together  with  qther  property  to  the 
grantor  by  deed  dated  December  27,  1919. 


14 


TRACT  No.  3. 

All  those  certain  tracts,  pieces  or  parcels  of  land  situated,  lying  and 
being  in  the  City  of  Fulton,  in  the  County  of  Ohio,  in  the  State  of  West 
Virginia,  bounded  and  described  as  follows: 

Part  of  the  lot  Number  Six  in  the  City  of  Fulton,  in  said  Ohio  County, 
bounded  as  follows,  viz : beginning  at  Christian  Hoffman’s  line  on  the 
south  side  of  the  National  or  Cumberland  Road,  thence  running  east  along 
the  line  of  said  National  Road  forty-two  (42)  feet,  more  or  less,  to 
within  six  inches  of  the  corner  of  Folmar’s  store  room  on  said  road ; 
thence  south  on  a line  parallel  with  the  store  room  of  said  Folmar  and 
six  inches  distant  therefrom  twenty-nine  (29)  feet;  thence  west  and  in  a 
straight  line  to  a porch  post  belonging  to  the  house  upon  said  lot  distant 
three  (3)  feet  and  ten  (10)  inches,  more  or  less;  thence  in  a southerly 
direction  and  following  the  line  of  the  fence  to  Wheeling  Creek;  thence 
west  and  with  the  line  of  the  creek  to  Christian  Hoffman’s  line;  thence 
with  said  line  to  the  place  of  beginning,  together  with  all  the  buildings 
and  other  improvements  thereon ; and  also  an  unobstructed  right  of  way 
sixteen  (16)  feet  wide  from  the  property  hereinbefore  conveyed  through 
so  much  of  the  east  part  of  the  lot  number  six  (6)  as  is  owned  by  George 
P.  Folmar  and  also  through  the  lot  number  five  (5)  of  the  said  Town 
of  Fulton  to  a point  on  the  public  alley  distant  one  hundred  and  twenty- 
two  feet  and  six  inches  south  from  the  north  boundary  line  of  the 
tannery,  now  a dwelling,  on  lot  number  five  (5)  on  the  National  Road 
and  parallel  with  said  line,  said  distance  to  be  ascertained  by  measuring 
from  the  said  boundary  line  of  said  tannery,  now  a dwelling,  to  the 
northern  line  of  said  proposed  right  of  way,  subject,  however,  to  the 
right  of  way  reserved  in  same  by  said  George  P.  Folmar  in  the  deed 
made  by  him  to  William  Krumme,  dated  September  7,  1878,  and  recorded 
in  the  office  of  the  Clerk  of  the  County  Court  of  Ohio  County,  West 
Virginia,  in  Deed  Book  No.  68,  folio  560,  the  property  hereinbefore 
conveyed  being  the  same  property  which  was  conveyed  to  Eleonora  Stein 
by  William  Krumme  and  wife,  by  deed  bearing  date  the  10th  day  of 
December,  1885,  and  recorded  in  the  office  of  the  clerk  of  the  County 
Court  of  Ohio  County,  West  Virginia,  in  Deed  Book  No.  77,  page  409. 

Said  Tract  No.  3 is  the  property  which  was  conveyed  to  F.  Schenk 
& Sons  Company,  a West  Virginia  corporation,  by  Eleonora  Stein  and 
Michael  Stein,  her  husband,  by  deed  dated  March  3,  1905,  and  recorded 
in  the  office  of  the  Clerk  of  Ohio  County,  West  Virginia,  on  March  13, 
1905,  in  Deed  Book  No.  117,  at  page  501,  and  which  was  subsequently 
conveyed  by  said  F.  Schenk  & Sons  Company,  together  with  other 
property,  to  the  grantor  by  deed  dated  December  27,  1919. 


15 


TRACT  No.  4. 

All  those  certain  tracts,  pieces  or  parcels  of  land  situated,  lying  and 
being  in  the  City  of  Fulton,  in  the  County  of  Ohio,  in  the  State  of  West 
Virginia,  bounded  and  described  as  follows : 

A certain  piece  or  parcel  of  ground  lying  and  being  situated  in  the 
Town  of  Fulton,  Ohio  County,  State  of  West  Virginia,  and  designated  on 
the  plat  as  lots  Nos.  5 and  6.  The  property  hereby  conveyed  is  all  of 
lot  No.  5 and  a part  of  lot  No.  6,  and  bounded  and  described  as  follows: 
Beginning  at  the  northeast  corner  of  Eleonora  Stein’s  line;  thence  run- 
ning east  and  with  the  line  of  the  National  Road  to  the  Public  Alley  a 
distance  of  seventy  feet,  more  or  less ; thence  in  a southerly  direction 
and  with  the  line  of  said  alley  to  Big  Wheeling  Creek ; thence  in  a 
westerly  direction  with  the  meanderings  of  said  creek  to  Eleonora  Stein’s 
line;  thence  in  a northerly  direction  with  Eleonora  Stein’s  line  to  the 
place  of  beginning;  and  being  a part  of  the  same  property  which  was 
conveyed  to  Geo.  P.  Folmar  by  Frederick  Folmar  and  wife,  by  deed 
dated  the  first  day  of  May,  1872,  and  recorded  in  the  office  of  the  Clerk 
of  the  County  Court  of  Ohio  County,  in  Deed  Book  No.  59,  page  393  ; 
to  have  and  to  hold  said  lots  of  ground,  together  with  all  and  singular 
the  tenements,  hereditaments  and  appurtenances  thereunto  belonging. 

Said  Tract  No.  4 is  the  property  which  was  conveyed  to  F.  Schenk  & 
Sons  Company,  a West  Virginia  corporation,  by  Geo.  P.  Folmar  and 
Louisa  M.  Folmar,  his  wife,  by  deed  dated  March  1,  1905,  and  recorded 
in  the  office  of  the  Clerk  of  Ohio  County,  West  Virginia,  on  May  11, 
1905,  in  Deed  Book  No.  118,  at  page  302,  and  which  was  subsequently 
conveyed  by  said  F.  Schenk  & Sons  Company,  together  with  other 
property,  to  the  grantor  by  deed  dated  December  27,  1919. 

TRACT  No.  5. 

All  those  certain  tracts,  pieces  or  parcels  of  land  situated,  lying  and 
being  in  the  City  of  Wheeling,  in  the  County  of  Ohio,  in  the  State  of 
West  Virginia,  bounded  and  described  as  follows: 

A certain  piece  or  parcel  of  land  being  part  of  lot  numbered  nine  (9) 
in  square  numbered  ten  (10)  in  the  City  of  Wheeling,  Ohio  County,  West 
Virginia,  and  described  as  follows,  to  wit:  Beginning  on  the  east  side  of 
Market  Street,  south  of  Eleventh  Street,  at  the  southwest  corner  of  said 
lot ; thence  north  along  the  east  side  of  said  Market  Street  twenty-eight 
(28)  feet  to  the  centre  of  the  brick  partition  wall  separating  the  property 
hereby  conveyed  from  the  property  of  George  Bowers;  thence  east  in  a 
direct  line  through  the  centre  of  said  brick  partition  wall  eighty  (80J 
feet  seven  (7)  inches  to  a private  alley  in  the  rear  of  said  part  lot; 
thence  south  along  the  west  line  of  said  alley  twenty-eight  (28)  feet  to 
the  south  line  of  said  lot ; thence  west  along  the  south  line  of  said  lot 


16 


— Real  estate 
in  New  York  ; 


eighty  (80)  feet  seven  (7)  inches  to  the  east  line  of  said  Market  Street 
to  the  place  of  beginning;  together  with  the  right  to  use  said  private 
alley  in  the  rear  of  said  lot  for  ingress  and  egress  to  said  Eleventh 
Street,  and  also  together  with  all  the  buildings  and  appurtenances  situated 
thereon  or  belonging  thereto  ; being  the  same  property  which  was  conveyed 
to  John  M.  Dauer  by  two  deeds,  one  made  by  Edwin  C.  Harry  and  wife, 
dated  the  4th  day  of  January,  1898,  and  the  other  from  Elisabeth  C. 
Sanders,  et  al.,  dated  the  7th  day  of  January,  1898,  and  recorded  in  the 
office  of  the  Clerk  of  the  County  Court  of  Ohio  County,  West  Virginia, 
in  Deed  Book  98,  pages  216  and  269. 

Said  Tract  No.  5 is  the  property  which  was  conveyed  to  F.  Schenk  & 
Sons  Company,  a West  Virginia  corporation,  by  John  M.  Dauer  and 
Fannie  L.  Dauer,  his  wife,  by  deed  dated  March  28,  1908,  and  recorded  in 
the  office  of  the  Clerk  of  Ohio  County,  West  Virginia,  on  April  4,  1908, 
in  Deed  Book  No.  126,  at  page  624,  and  which  was  subsequently  con- 
veyed by  said  F.  Schenk  & Sons  Company,  together  with  other  property 
to  the  grantor  by  deed  dated  December  27,  1919. 

And  also  all  other  lands  and  interest  in  lands  at  the  date  hereof 
belonging  to  the  grantor,  adjacent  to  the  above-described  premises  com- 
prising Tracts  Nos.  1,  2,  3,  4 and  5,  aforesaid,  or  any  thereof. 

Together  with  all  and  singular  the  buildings,  improvements,  ways, 
rights,  liberties,  privileges,  hereditaments  and  appurtenances  to  the  same 
belonging  or  in  anywise  appertaining ; and  the  reversion  and  reversions, 
remainder  and  remainders,  rents,  issues  and  profits  thereof,  and  of  every 
part  and  parcel  thereof  ; and  all  the  estate,  right,  title  interest,  use,  posses- 
sion, property  claim  and  demand  whatsoever,  both  in  law  and  equity,  of 
the  grantor  of,  in  and  to  the  said  premises,  with  the  appurtenances. 


THIRD:  IN  NEW  YORK. 

All  those  tracts,  pieces  or  parcels  of  land,  with  the  buildings,  struc- 
tures, erections  and  constructions  thereon,  situated,  lying  and  being  in  the 
City  of  Buffalo,  County  of  Erie  and  State  of  New  York,  more  partic- 
ularly bounded  and  described  as  follows: — 

A portion  of  the  sub-division  of  Lot  58  in  the  10th  Township  and  8th 
Range,  beginning  at  the  northwesterly  corner  of  Howard  and  Babcock 
Streets,  and  running  thence  along  the  following  approximate  courses  and 
distances : — north  easterly  along  the  north  westerly  line  of  Babcock  Street 
535.08  feet ; north  westerly,  at  right  angles  248.2  feet ; north  easterly,  at 
right  angles  100  feet ; north  westerly,  at  right  angles,  and  along  foot  of 
Spencer  Street  to  the  westerly  line  thereof ; northerly,  along  the  westerly 
line  of  Spencer  Street  450.05  feet ; westerly,  parallel  with  William  Street, 
,120  feet;  northerly,  parallel  with  Depot  Street,  200  feet  to  the  southerly 
line  of  William  Street;  westerly  along  the  same  110  feet  to  the  easterly 


17 


line  of  Depot  Street;  southerly,  along  said  easterly  line  of  Depot  Street 
531.68  feet;  north  westerly,  and  across  Depot  Street  to  the  westerly  line 
of  said  Street;  northerly,  along  said  westerly  line  of  Depot  Street  215.95 
feet;  westerly,  120  feet,  southerly,  153  feet;  north  westerly  to  a point 
959.61  feet  distant  northwesterly  from  Babcock  Street ; south  westerly 
647  feet  to  the  north  easterly  line  of  Howard  Street ; south  easterly  along 
the  same  1067.42  feet  to  the  point  of  beginning  containing  within  said 
bounds  an  area  of  17.28  acres  more  or  less. 

And  also  all  other  lands  and  interest  in  lands  at  the  date  hereof  belong- 
ing to  the  grantor  adjacent  to  the  above  described  premises  or  any  thereof. 

Together  with  all  and  singular  the  buildings,  improvements,  ways, 
rights,  liberties,  privileges,  hereditaments  and  appurtenances  to  the  same 
belonging  or  in  anywise  appertaining ; and  the  reversion  and  reversions, 
remainder  and  remainders,  rents,  issues  and  profits  thereof,  and  of  every 
part  and  parcel  thereof ; and  all  the  estate,  right,  title  interest,  use,  pos- 
session, property  claim  and  demand  whatsoever,  both  in  law  and  equity, 
of  the  grantor  of,  in  and  to  the  said  premises,  with  the  appurtenances. 


FOURTH:  IN  VIRGINIA. 

All  those  tracts,  pieces  or  parcels  of  land,  and  all  the  yards,  plants 
and  property,  with  the  buildings,  structures,  erections  and  constructions 
thereon,  situated,  lying  and  being  in  the  City  of  Richmond,  in  the  County 
of  Henrico,  in  the  State  of  Virginia,  more  particularly  bounded  and 
described  as  follows: — 


TRACT  No.  I. 

All  those  certain  tracts,  pieces  or  parcels  of  land  situated,  lying  and 
being  in  the  City  of  Richmond,  in  the  County  of  Henrico,  in  the  State  of 
Virginia,  bounded  and  described  as  follows : 

Parcel  A. 

All  that  lot  or  parcel  of  land  fronting  twenty-one  (21)  feet  on  the 
east  line  of  Tenth  Street  between  Byrd  and  Canal  Streets,  and  being  the 
same  real  estate  fully  described  and  conveyed  by  a deed  of  bargain  and 
sale  from  Elizabeth  Kamphaus  (widow)  and  others  to  W.  S.  Forbes, 
trading  as  W.  S.  Forbes  & Company,  dated  April  17,  1902,  recorded  in 
the  Clerk’s  Office  of  the  Chancery  Court  of  the  City  of  Richmond,  Vir- 
ginia, April  18,  1902,  in  Deed  Book  173  B,  page  348,  and  reference  to  said 
deed  is  hereby  made  for  a full  description  of  the  metes  and  bounds  of 
said  real  estate. 


— Real  estate 
in  Virginia  ; 


18 


Parcel  B. 

All  that  lot  or  parcel  of  land  beginning  at  a point  in  the  eastern  line 
of  Tenth  Street,  at  the  southwest  corner  of  a lot  now  owned  by  said  W.  S. 
Forbes,  trading  as  W.  S.  Forbes  & Company,  and  being  the  same  real 
estate  fully  described  and  conveyed  by  a deed  of  bargain  and  sale  from 
The  Chesapeake  and  Ohio  Railway  Company  to  said  W.  S.  Forbes, 
trading  as  W.  S.  Forbes  & Company,  dated  February  15,  1906,  recorded 
March  26,  1908,  in  the  Clerk’s  Office  of  the  Chancery  Court  of  the  City 
of  Richmond,  in  Deed  Book  196  A,  page  271,  except  so  much  thereof  as 
was  conveyed  by  said  W.  S.  Forbes,  trading  as  W.  S.  Forbes  & Company  to 
the  Virginia  Packing  Company,  by  deed  dated  January  12,  1911,  recorded 
January  24,  1911,  in  Deed  Book  210  C,  page  139,  in  the  Clerk’s  Office 
of  the  Chancery  Court  of  the.  City  of  Richmond,  and  reference  to  said 
deeds  of  February  15,  1906,  and  January  12,  1911,  is  hereby  made  for  a 
full  description  of  the  metes  and  bounds  of  said  real  estate. 

Parcel  C. 

All  those  two  lots  or  parcels  of  land  fronting  on  the  northern  line  of 
Byrd  Street,  and  being  the  same  real  estate  fully  described  and  conveyed 
to  said  W.  S.  Forbes,  trading  as  W.  S.  Forbes  & Company  by  a deed  of 
bargain  and  sale  from  S.  S.  P.  Patteson,  Special  Commissioner  in  the 
suit  of  Jos.  W . Bliley  v.  Elizabeth  Bliley,  et  al.,  dated  April  6,  1906, 
recorded  April  19,  1906,  in  Deed  Book  188  B,  page  462,  in  the  Clerk’s 
Office  of  the  Chancery  Court  of  the  City  of  Richmond,  and  reference  to 
said  deed  is  hereby  made  for  a full  description  of  the  metes  and  bounds 
of  said  real  estate. 


Parcel  D. 

All  that  lot  or  parcel  of  land  fronting  forty-four  (44)  feet  on  the 
north  line  of  Byrd  Street,  and  being  the  same  parcel  of  real  estate  fully 
described  and  conveyed  to  said  W.  S.  Forbes,  trading  as  W.  S.  Forbes  & 
Company,  by  deed  of  bargain  and  sale  from  E.  P.  Murphy  and  wife, 
dated  December  13,  1905,  recorded  January  15,  1906,  in  Deed  Book 
187  B,  page  301,  in  the  Clerk’s  Office  of  the  Chancery  Court  of  the  City 
of  Richmond,  and  reference  to  said  deed  is  hereby  made  for  a full 
description  of  the  metes  and  bounds  of  said  real  estate  . 

Parcel  E. 

All  those  two  lots  or  parcels  of  real  estate  each  fronting  twenty  (20) 
feet  and  eight  and  one-half  (8  1/2)  inches  on  the  north  side  of  Byrd 
Street,  and  being  the  same  parcels  of  real  estate  fully  described  and 
conveyed  to  said  W.  S.  Forbes,  trading  as  W.  S.  Forbes  & Company,  by 
deed  of  bargain  and  sale  from  Maurice  A.  Powers,  substituted  trustee, 
dated  April  6,  1906,  recorded  April  19,  1906,  in  Deed  Book  188  B,  page 


19 


459,  in  the  Clerk’s  office  of  the  Chancery  Court  of  the  City  of  Richmond, 
and  reference  to  said  deed  is  hereby  made  for  a full  description  of  the 
metes  and  bounds  of  said  real  estate. 

Parcel  F. 

All  that  lot  or  parcel  of  land  fronting  twenty-one  (21)  feet  and  ten 
and  one-half  (10  1/2)  inches  on  the  north  line  of  Byrd  Street,  and  being 
the  same  parcel  of  real  estate  described  and  conveyed  to  said  W.  S. 
Forbes,  trading  as  W.  S.  Forbes  & Company,  by  deed  of  bargain  and 
sale  from  Theresa  Dippner,  Philomena  Bliley  and  John  B.  Bliley,  her 
husband,  dated  April  5,  1906,  recorded  April  19,  1906,  in  Deed  Book 
188  B,  page  461,  in  the  Clerk’s  Office  of  the  Chancery  Court  of  the  City 
of  Richmond,  and  reference  to  said  deed  is  hereby  made  for  a full 
description  of  the  metes  and  bounds  of  said  real  estate. 

Parcel  G. 

All  that  lot  or  parcel  of  land  fronting  on  the  north  line  of  Byrd 
Street  thirty-four  (34)  feet  and  nine  and  three-fourths  (9-3/4)  inches, 
and  being  the  same  parcel  of  real  estate  fully  described  and  conveyed  to 
said  W.  S.  Forbes,  trading  as  W.  S.  Forbes  & Company,  by  deed  of 
bargain  and  sale  from  William  N.  Barret  and  others,  dated  June  14,  1905, 
recorded  August  9,  1905,  in  Deed  Book  186  A,  page  80,  in  the  Clerk’s 
Office  of  the  Chancery  Court  of  the  City  of  Richmond,  and  reference  to 
said  deed  is  hereby  made  for  a full  description  of  the  metes  and  bounds 
of  said  real  estate. 


Parcel  H. 

All  that  lot  or  parcel  of  land  fronting  on  the  north  line  of  Byrd 
Street  seventeen  (17)  feet  and  four  (4)  inches,  and  being  the  same 
parcel  of  real  estate  fully  described  and  conveyed  to  the  said  W.  S. 
Forbes,  trading  as  W.  S.  Forbes  & Company,  by  deed  of  bargain  and 
sale  from  Henry  Schlueter  and  wife,  dated  June  29,  1905,  recorded 
August  9,  1905,  in  Deed  Book  186  A,  page  82,  in  the  Clerk’s  Office  of 
the  Chancery  Court  of  the  City  of  Richmond,  and  reference  to  said 
deed  is  hereby  made  for  a full  description  of  the  metes  and  bounds 
of  said  real  estate. 


Parcel  I. 

All  that  certain  lot  or  parcel  of  land  fronting  on  the  north  line  of 
Byrd  Street  thirty-five  (35)  feet  and  nine  (9)  inches,  and  being  the 
same  parcel  of  real  estate  fully  described  and  conveyed  to  said  W.  S. 
Forbes,  trading  as  W.  S.  Forbes  & Company,  by  deed  of  bargain  and 
sale  from  Henry  Schueller,  by  Charles  A.  Rose,  his  attorney  in  fact, 
dated  February  7,  1906,  recorded  February  7,  1906,  in  Deed  Book  188  A, 


20 


page  10,  in  the  Clerk’s  Office  of  the  Chancery  Court  of  the  City  of 
Richmond,  and  reference  to  said  deed  is  hereby  made  for  a full  descrip- 
tion of  the  metes  and  bounds  of  said  real  estate. 

Parcel  J. 

All  those  two  certain  lots  or  parcels  of  land,  one  parcel  beginning  at 
a point  two  hundred  and  ninety-nine  (299)  feet  and  nine  (9)  inches 
south  of  the  old  town  line,  and  the  other  parcel  fronting  twenty-three 
(23)  feet  on. the  east  line  of  Ninth  Street,  between  Byrd  Street  and  the 
Haxall  Mill  Race,  and  being  the  same  parcels  of  real  estate  fully 
described  and  conveyed  to  said  W.  S.  Forbes,  trading  as  W.  S.  Forbes  & 
Company,  by  deed  of  bargain  and  sale  from  Maurice  A.  Powers,  Special 
Commissioner,  dated  November  12,  1906,  recorded  March  26,  1908,  in 
Deed  Book  196  A,  page  276,  in  the  Clerk’s  Office  of  the  Chancery  Court 
of  the  City  of  Richmond,  and  reference  to  said  deed  is  hereby  made  for 
a full  description  of  the  metes  and  bounds  of  said  parcels  of  real  estate. 

Parcel  K. 

All  those  two  certain  parcels  of  real  estate  on  the  Hermitage  Road, 
and  being  the  same  parcels  of  real  estate  conveyed  to  the  said  W.  S. 
Forbes,  trading  as  W.  S.  Forbes  & Company,  by  the  Virginia  Packing 
Company,  a corporation  chartered  under  the  laws  of  the  State  of  Vir- 
ginia, by  deed  dated  October  25,  1907,  recorded  March  11,  1910,  in  Deed 
Book  188  A,  page  1,  in  the  Clerk’s  Office  of  the  Circuit  Court  of  Henrico 
County  (said  real  estate  was  at  the  date  of  recordation  of  said  deed 
situated  in  Henrico  County,  but  is  now  situated  in  the  City  of  Richmond), 
and  reference  to  said  deed  is  hereby  made  for  a full  description  of  the 
metes  and  bounds  of  said  real  estate. 

Said  tract  No.  1 is  the  property  which  was  conveyed  to  W.  S.  Forbes 
& Company,  Incorporated,  a Virginia  corporation,  by  W.  S.  Forbes, 
trading  as  W.  S.  Forbes  & Company,  by  deed  dated  December  30,  1916, 
and  recorded  in  the  office  of  the  Clerk  of  the  Chancery  Court  of  the  City 
of  Richmond,  Virginia,  on  January  3,  1917,  in  Deed  Book  No.  241-B,  at 
page  489,  and  which  was  subsequently  conveyed  by  said  W.  S.  Forbes  & 
Company,  Incorporated,  to  the  grantor  by  deed  dated  December  27,  1921. 

TRACT  No.  II. 

All  that  certain  piece  or  parcel  of  land,  with  the  brick  building 
thereon,  situated,  lying  and  being  in  the  City  of  Richmond,  in  the  County 
of  Henrico,  in  the  State  of  Virginia  being  about  one  hundred  and  seventy- 
two  (172)  feet  and  eleven  (11)  inches  by  about  sixty-one  (61)  feet  and 
six  (6)  inches,  and  bounded  as  follows:  Beginning  at  a point  distant 
twelve  (12)  feet  south  from  the  southwest  outside  corner  of  said  brick 
building,  on  a line  with  the  outside  of  the  western  wall  of  said  building 
and  running  thence  north  along  the  outside  line  of  said  western  wall  a 


21 


distance  of  one  hundred  and  seventy-two  (172)  feet  and  eleven  (11) 
inches,  more  or  less,  to  the  northern  boundary  of  property  belonging  to 
the  Virginia  Packing  Company  on  the  15th  day  of  June,  1906,  fronting 
on  the  public  road;  thence  running  east  sixty-one  (61)  feet  and  six  (6) 
inches,  more  or  less,  to  the  point  on  a line  with  the  outside  of  the  easter- 
most  wall  of  said  building ; thence  running  south  along  the  outside  of  said 
eastermost  wall  one  hundred  and  seventy-two  (172)  feet  and  eleven  (11) 
inches,  more  or  less,  to  a point  twelve  (12)  feet  south  from  the  southeast 
outside  corner  of  said  building ; thence  west  in  a straight  line  sixty-one 
(61)  feet  and  six  (6)  inches,  more  or  less,  to  the  point  of  beginning; 
together  with  the  right  of  ingress  and  egress,  the  perpetual  and  free  use 
of  the  Seaboard  Air  Line  siding,  the  perpetual  and  free  use  of  the  dump- 
ing  ground  for  ashes  from  boiler  room,  as  the  same  existed  on  the  first 
day  of  March,  1907,  as  well  as  the  benefit  of  any  and  all  other  rights, 
privileges  and  covenants,  set  forth  in  a deed  from  the  Richmond  Ice 
Delivery  Corporation  to  W.  S.  Forbes  & Company,  Incorporated, 
dated  the  26th  day  of  September,  1919,  and  recorded  in  the  Clerk’s 
office  of  the  Chancery  Court  of  the  City  of  Richmond,  Virginia, 
in  Deed  Book  256-B,  page  189,  and  for  further  identification  and 
description  of  the  said  lot  of  land,  the  brick  building  thereon  and  the 
easements  and  appurtenances  thereto  belonging,  reference  is  here  made 
to  a deed  from  the  Virginia  Packing  Company  to  C.  D.  Wingfield,  dated 
the  15th  day  of  June,  1906,  and  the  plat  therewith  recorded  in  the  Clerk’s 
office  of  the  Circuit  Court  of  Henrico  County,  Virginia,  in  Deed  Book 
193-B,  page  216. 

Said  Tract  No.  II  is  the  same  property  which  was  conveyed  to  W.  S. 

Forbes  & Company,  Incorporated,  a Virginia  corporation,  by  the  Rich- 
mond Ice  Delivery  Corporation,  by  said  deed  of  26tb  day  of  September, 

1919,  and  recorded  in  the  Clerk’s  office  of  the  Chancery  Court  of  the 
City  of  Richmond,  Virginia,  in  Deed  Book  256-B,  page  189,  and  which 
was  subsequently  conveyed  by  said  W.  S.  Forbes  & Company,  Incor- 
porated, to  the  grantor  by  deed  dated  December  27,  1921. 

And  also  all  other  lands  and  interest  in  lands  at  the  date  hereof 
belonging  to  the  grantor,  adjacent  to  the  above-described  premises  com- 
prising Tracts  Nos.  I and  II,  aforesaid,  or  any  thereof. 

Together  with  all  and  singular  the  improvements,  ways,  rights,  liber- 
ties, privileges,  hereditaments  and  appurtenances  to  the  same  belonging 
or  in  any  wise  appertaining ; and  the  reversion  and  reversions,  remainder 
and  remainders,  rents,  issues  and  profits  thereof,  and  of  every  part  and 
parcel  thereof ; and  all  the  estate,  right,  title,  interest,  use,  possession, 
property  claim  and  demand  whatsoever,  both  in  law  and  equity,  of  the 
grantor  of,  in  and  to  the  said  premises,  with  the  appurtenances. 

FIFTH:  IN  GEORGIA. 

All  those  tracts,  pieces  or  parcels  of  land,  and  all  the  yards,  plants jT Georgia^16 
and  property,  with  the  buildings,  structures,  erections  and  constructions 


22 


thereon  situated,  lying  and  being  in  the  City  of  Macon,  in  the  County  of 
Bibb,  in  the  State  of  Georgia,  more  particularly  bounded  and  described  as 
follows: 

TRACT  No.  I. 

All  of  that  portion  of  Block  Number  Twelve  (12),  in  the  Southwest 
Commons  of  the  City  of  Macon,  located  at  the  intersection  of  Bay  and 
Hammond  Streets  being  in  the  Southeastern  part  of  said  Block  Twelve, 
together  with  the  encroachments  granted  by  the  City  of  Macon  adjacent 
to  said  property,  which  is  bounded  on  the  north  and  west  by  the  property 
of  the  Southern  Railway  Company,  and  a line  of  railway  track  situated 
on  the  sa:d  property  of  the  Southern  Railway  Company,  on  the  east  by 
Hammond  Street,  and  on  the  south  by  Bay  Street,  fronting  on  Bay  Street 
two  hundred  nineteen  and  five-tenths  (219.5)  feet  and  extending  back  on 
Hammond  Street  two  hundred  forty-three  and  three-tenths  (243.3)  feet 
to  property  of  the  Southern  Railway  Company,  the  dividing  line  between 
the  property  herein  conveyed  and  the  property  of  the  Southern  Railway 
Company  being  marked  by  a fence.  The  property  herein  conveyed  being 
the  same  described  in  deed  from  the  Acme  Ice  & Bottling  Company  to 
the  Macon  Packing  Company  recorded  in  Book  243,  folio  382,  Clerk’s 
Office,  Bibb  Superior  Court. 

TRACT  No.  II. 

All  of  lots  Numbers  Five  and  Six  (5  and  6)  in  Block  Number  Ten 
(10)  in  the  Southwest  Commons  of  the  City  of  Macon,  fronting  two 
hundred  and  eight  (208)  feet  six  (6)  inches  on  Hammond  Street  and 
running  back  with  equal  width  two  hundred  and  eight  (208)  feet  six 
(6)  inches  along  Bay  Street  to  a twenty  (20)  foot  alley,  together  with 
an  encroachment  of  twenty  (20)  feet  into  Bay  Street,  running  back  along 
said  Street  one  hundred  and  thirteen  (113)  feet  and  six  (6)  inches, 
together  with  all  of  its  right,  title  and  interest  in  and  to  an  encroachment 
of  ten  (10)  feet  and  s-'x  (6)  inches  into  Hammond  Street,  running  along 
the  entire  length  of  said  property  on  said  Street;  the  property  herein 
conveyed  being  the  same  property  described  as  Parcels  Three,  Six  and 
Seven  in  deed  from  the  Acme  Ice  & Bottling  Company  to  the  Macon 
Packing  Company  recorded  in  Book  224,  page  445,  Clerk’s  Office,  Bibb 
Superior  Court,  together  with  all  of  the  property  described  in  deed  from 
T.  O.  Chestney  to  the  Macon  Packing  Company  recorded  in  Book  219, 
folio  672,  said  Clerk’s  office. 

TRACT  No.  III. 

All  that  part  of  lot  Number  One  (1)  in  Block  Number  Thirteen 
(13)  of  the  Southwest  Commons  of  the  City  of  Macon,  described  as 
follows:  Beginning  at  the  corner  of  Bay  Street  and  the  alley  dividing 
said  lot  One  (1)  from  lot  Five  (5)  in  said  Block  and  running  along  Bay 


23 


Street  one  hundred  and  twenty-five  (125)  feet;  thence  at  right  angles 
one  hundred  four  and  twenty-five  one-hundredths  (104.25)  feet;  thence 
at  right  angles  one  hundred  and  twenty-five  (125)  feet  to  the  alley  afore- 
said ; thence  along  said  alley  one  hundred  four  and  twenty-five  one-hun- 
dredths (104.25)  feet  to  Bay  Street,  the  point  of  beginning,  said  lot  being 
in  the  shape  of  a parallelogram  one  hundred  and  twenty-five  (125)  by 
one  hundred  four  and  twenty-five  one-hundredths  (104.25)  feet,  together 
with  all  of  its  right,  title  and  interest  in  an  encroachment  of  twenty  feet 
into  Bay  Street  running  along  the  entire  length  of  said  property  on  said 
Street;  and  also  all  its  interest  in  and  to  the  twenty  (20)  foot  alley  lying 
between  said  lot  Number  One  (1)  and  lot  Number  Five  (5)  in  said 
Block ; being  the  same  property  conveyed  by  and  described  in  two  certain 
deeds  from  J.  L.  Cook,  Trustee,  to  the  Acme  Brewing  Company  recorded 
in  Book  107,  folio  546,  and  Book  112,  folio  23,  respectively,  Clerk’s  Office, 

Bibb  Superior  Court ; the  said  property  hereby  conveyed  being  the  same 
property  described  as  Parcels  One  and  Two  in  the  deed  from  Acme  Ice 
& Bottling  Company  to  the  Macon  Packing  Company  recorded  in  Book 
224,  folio  445,  said  Clerk’s  Office,  hereinabove  referred  to. 

TRACT  No.  IV. 

All  that  part  of  lot  Number  One  (1)  in  Block  Number  Nine  (9)  in 
the  Southwest  Commons  of  the  City  of  Macon,  commencing  at  the  original 
corner  of  the  alley  in  said  Block  and  Bay  Street  and  running  thence  south 
along  Bay  Street  fifty  (50)  feet,  thence  running  back  from  Bay  Street 
with  equal  width  one  hundred  and  four  (104)  feet  and  three  (3)  inches 
to  line  of  lot  Number  Two  (2)  in  said  Block,  together  with  a twenty  (20) 
foot  encroachment  in  front  of  said  lot  granted  by  the  City  of  Macon,  and 
being  the  same  property  described  as  Parcels  Numbers  Four  and  Five  in 
the  deed  from  the  Acme  Ice  & Bottling  Company  to  the  Macon  Packing 
Company  recorded  in  Book  224,  folio  445,  Clerk’s  Office,  Bibb  Superior 
Court,  hereinabove  referred  to. 

Also,  all  other  lands  and  interest  in  lands  at  the  date  hereof  belonging 
to  the  grantor  adjacent  to  the  above  described  premises  comprising  Tracts 
Nos.  I,  II,  III  and  IV,  aforesaid,  or  any  thereof. 

Together  with  all  and  singular  the  buildings,  improvements,  ways, 
rights,  liberties,  privileges,  hereditaments  and  appurtenances  to  the  same 
belonging  or  in  anywise  appertaining;  and  the  reversion  and  reversions, 
remainder  and  remainders,  rents,  issues  and  profits  thereof,  and  of  every 
part  and  parcel  thereof ; and  all  the  estate,  right,  title,  interest,  use,  posses- 
sion, property  claim  and  demand  whatsoever,  both  in  law  and  equity,  of 
the  Grantor  of,  in  and  to  the  said  premises,  with  the  appurtenances. 

SECOND. 

— Plants, 

All  plants,  buildings,  structures,  fixtures  and  erections  now  or  here-  gU4di“fS'( 
after  erected  upon  or  attached  to  any  of  the  lands  which,  or  interests  in  etc";Pmen 


24 


— Other  real 
estate,  etc. ; 


— Rents, 
issues,  profits, 
and  other 
income  from 
real  estate, 
etc. ; 


— Stock  of 
Subsidiary 
Companies ; 


which,  are  hereby  conveyed  or  intended  to  be  conveyed,  and  all  equip- 
ment, machinery,  tools,  implements,  appliances  or  present  and  future 
belongings  thereto,  whether  or  not  the  same  be  affixed  to  the  freehold 
or  other  said  property  or  used  for  any  manufacturing  or  operating  purpose 
upon  said  premises  or  any  part  thereof  or  as  a part  of  said  plants  or  any 
of  them  or  otherwise  and  all  plants,  tools  and  machinery  and  interest 
therein  now  owned  or  hereafter  acquired  by  the  Company. 

THIRD. 

All  other  lands  or  interests  in  lands  which  the  Company  now  owns 
and  the  present  and  future  appurtenances  thereof,  and  all  lands  or  inter- 
ests in  lands  which  the  Company  may  hereafter  acquire  (subject  only  to 
any  encumbrances  thereon  at  the  time  of  the  acquisition  thereof  by  the 
Company  and  to  any  purchase  money  mortgages  thereon  given  in  payment, 
in  whole  or  in  part  of  the  purchase  price  of  the  same)  and  the  appurte- 
nances of  the  same  at  the  time  of  such  acquisition  and  any  and  all 
appurtenances  thereafter  placed  thereon. 

FOURTH. 

All  rents,  issues,  profits  and  other  income  of  the  lands  and  interests 
in  lands  and  plants  and  property  now  or  at  any  time  hereafter  subject  to 
the  lien  of  this  Indenture,  and  all  of  the  property,  estate,  reversion, 
remainder,  right,  title,  interest,  possession,  claim  and  demand  whatsoever, 
as  well  at  law  as  in  equity,  of  the  Company,  in  and  to  the  said  mortgaged 
lands  and  interests  in  lands  and  plants  and  property  and  any  and  every 
part  thereof  with  the  appurtenances. 

FIFTH. 

All  and  singular  the  following  stocks,  the  certificates  of  which  are 
delivered  to  the  Trustee  at  the  execution  and  delivery  of  this  Indenture, 
or  may  thereafter  be  delivered,  constituting  in  each  instance  the  entire 
outstanding  capital  stock  of  the  companies  named  below: — 


No.  of  Par  Amount 

Shares  Name  Where  Incorporated  of  Capital  Stock 

90,000.  Canadian  Packing  Company,  Lirn-  Dominion  of  Canada $9,000,000 

ited. 

6,000.  The  Charles  Wolff  Packing  Com-  Kansas  600,000 

pany. 

50.  F.  Schenk  & Sons  Company.  West  Virginia 5,000 

50.  Macon  Packing  Company.  Georgia  5,000 

50.  W.  S.  Forbes  & Company,  In-  Virginia  5,000 

corporated. 

50.  Parker-Webb  Co.  Michigan  5,000 

50.  Klinck  Packing  Co.,  Inc.  New  York 5,000 


Article  One. 


25 

SIXTH. 

Any  and  all  other  stocks,  bonds  and  indebtedness  and  the  evidences — other 
thereof  (except  current  accounts  and  bills  receivable),  now  owned  or  stocks- etc- 
hereafter  acquired  by  the  Company,  of  any  of  the  companies  above 
named,  or  of  any  other  companies  of  which  the  Company  owns  or  shall 
hereafter  own  a majority  of  the  common  stock. 

To  have  and  to  hold  the  real  estate,  plants,  tools,  machinery,  stocks,  Habendum, 
bonds  and  other  property  hereby  conveyed  and  assigned,  or  intended  to 
be  conveyed  or  assigned  (herein  sometimes  called  the  trust  estate)  unto 
the  Trustee,  its  successors  and  assigns  forever; 

In  trust  nevertheless  for  the  use,  benefit  and  security  of  all  and  Grant  in 
singular  the  person  or  persons,  firm  or  firms,  bodies  politic  or  corporate, 
who  shall  from  time  to  time  be  holders  of  the  Existing  Debentures,  the 
Series  A Debentures  and  the  First  Mortgage  Bonds,  subject  to  the  terms 
and  conditions  herein  set  forth,  that  is  to  say : 


ARTICLE  ONE. 

Obligations  Secured  by  this  Indenture. 


Aggregate 
amount  of 
debt  secured. 


The  aggregate  amount  of  the  debt  secured  by  this  Indenture  shall  obligations 
never  exceed  the  principal  sum  of  $8,000,000.  One-half  of  the  principal  -one-half 
of  the  Existing  Debentures  and  two-thirds  of  the  interest  accruing  thereon  two-thirds11 
from  and  after  January  1,  1922,  shall  be  secured  by  this  Indenture,  and  to  exiting0 
the  extent  that  the  debt  so  secured  shall  be  converted  into  Series  A Deben- ^bgeen^e^' 
tures  of  the  Company  in  accordance  with  the  Supplemental  Agreement,  <iebentures ; _ 
or  into  First  Mortgage  Bonds  in  accordance  with  the  provisions  of  this  — First  mort- 
Indenture,  the  Series  A Debentures  and  the  First  Mortgage  Bonds  issued 
upon  such  conversion  shall  become  entitled  in  their  entirety  to  the  security 
afforded  by  this  Indenture  in  lieu  and  place  of  that  part  of  the  debt  repre- 
sented by  the  Existing  Debentures  secured  hereby  and  so  converted. 

The  term  “obligations  secured  by  this  Indenture”,  wherever  usedTerm 

. ° . . “obligations 

herein,  means  one-half  of  the  principal  amount  of  the  Existing  Deben-  secured  by 

,.,rl.  45  . this  Inden- 

tures, and  two-tlnrds  of  the  interest  thereon  after  January  1,  1922,  which  ture”  defined. 

shall  be  secured  by  this  Indenture,  and  all  of  the  principal  amount  of 

the  Series  A Debentures  and  of  the  First  Mortgage  Bonds  with  the 

coupons  or  claims  for  interest  thereon  at  the  time  outstanding,  and  the 

term  “holders  of  the  obligations  secured  by  this  Indenture”  to  any  specified 

amount,  wherever  used  herein,  means  the  holders  of  the  Existing  Deben- 


Article  One. 

Article  Two — Section  1. 

26 

tures  at  the  time  outstanding,  to  the  extent  of  one-half  the  principal 
amount  thereof,  and  two-thirds  of  the  interest  thereon  after  January  1, 
1922,  and  the  holders  of  the  Series  A Debentures  and  First  Mortgage 
Bonds  at  the  time  outstanding  to  the  extent  of  all  of  the  principal  amount 
thereof  and  with  the  coupons  or  claims  for  interest  thereon. 


ARTICLE  TWO. 

Form,  Execution,  Delivery,  Registry  and  Exchange  of  Bonds. 


Aggregate 
amount  of 
bonds. 


Form  and 
denomina- 
tions. 


Numbering 
of  coupon 
bonds. 


Identification 
of  registered 
bonds. 


Statement 
on  registered 
bonds. 


Execution  by 
former  officers 
adopted. 


Section  1.  The  amount  of  the  First  Mortgage  Bonds  which  may  be 
authenticated  and  delivered  under  this  Indenture  is  limited  so  that  never 
at  any  one  time  shall  there  be  outstanding  under  this  Indenture  First 
Mortgage  Bonds  for  an  aggregate  principal  amount  exceeding  the  sum 
of  $8,000,000,  nor  for  an  aggregate  principal  amount  exceeding  one-half 
of  the  principal  amount  of  Existing  Debentures  either  delivered  to  the 
Trustee  hereunder  or  surrendered  by  the  Company  to  the  trustee  under 
the  Debenture  Agreement,  whether  in  accordance  with  the  requirements 
of  the  provisions  regarding  the  sinking  fund  created  for  the  debentures 
by  the  Debenture  Agreement,  or  otherwise,  and  cancelled. 

The  First  Mortgage  Bonds  shall  be  in  the  form  herein  set  forth.  The 
coupon  bonds  shall  be  in  the  denominations  of  $500  and  $1,000  and  the 
registered  bonds  in  the  denominations  of  $500,  $1,000  and  $5,000. 

The  coupon  bonds  of  the  denomination  of  $1,000  shall  be  numbered 
consecutively  from  M-l  upwards,  and  the  coupon  bonds  of  the  denomina- 
tion of  $500  shall  be  numbered  consecutively  from  D-l  upwards. 

Each  and  every  registered  bond  without  coupons  shall  be  identified  by 
a distinctive  number  or  letter,  or  both,  in  accordance  with  such  plan  as 
may  be  adopted  by  the  Company,  with  the  approval  of  the  Trustee.  Every 
registered  bond  without  coupons  may  bear  thereon,  in  appropriate  form, 
an  endorsement  or  notation  setting  forth  that  such  bond  is  issued  in  lieu 
of  or  in  exchange  for  a coupon  bond  or  coupon  bonds,  the  number  of 
which  shall  be  designated,  and  that  none  thereof  are  outstanding  con- 
temporaneously with  such  registered  bond. 

In  case  any  of  the  officers  of  the  Company  who  shall  have  signed  and 
sealed  any  of  the  First  Mortgage  Bonds  shall  cease  to  be  such  officers  of 
the  Company  before  the  bonds  so  signed  and  sealed  shall  have  been  actually 
authenticated  and  delivered  by  the  Trustee,  said  bonds  may  never- 
theless be  adopted  by  the  Company,  and  be  issued,  authenticated  and 
delivered  as  though  the  persons  who  signed  and  sealed  said  bonds  had 


27 


Article  Two. 
Sections  1,  2. 


not  ceased  to  be  officers  of  the  Company.  The  coupons  to  be  attached  to  Authentica- 
the  coupon  bonds  shall  be  authenticated  by  the  engraved  facsimile  signa-  coupons, 
ture  of  the  treasurer  of  the  Company  in  office  at  the  date  of  the  execution 
of  this  Indenture  or  of  any  future  treasurer  of  the  Company,  and  the 
Company  may  adopt  and  use  for  that  purpose  the  engraved  facsimile 
signature  of  any  person  who  shall  have  been  such  treasurer,  notwith- 
standing the  fact  that  he  may  have  ceased  to  be  such  treasurer  at  the 
time  when  said  bonds  shall  be  actually  authenticated  and  delivered. 

Only  such  First  Mortgage  Bonds  as  shall  bear  thereon  endorsed  an  Effect  of 

. . Trustee’s 

authentication  in  substantially  the  form  hereinbefore  recited,  executed  by  authentica- 
the  Trustee,  shall  be  secured  by  this  Indenture  as  First  Mortgage  Bonds 
issued  hereunder  or  entitled  to  any  lien,  right,  or  benefit  hereunder  as  such 
First  Mortgage  Bonds,  and  such  authentication  by  the  Trustee  upon  any 
such  bond  shall  be  conclusive  evidence  that  the  bond  so  authenticated  has 
been  duly  issued  hereunder  and  that  the  holder  is  entitled  to  the  benefit  of 
the  trust  hereby  created.  The  Existing  Debentures  and  Series  A Deben- 
tures shall,  however,  to  the  extent  stated  in  this  Indenture,  be  secured  by 
this  Indenture  and  entitled  to  the  lien,  rights  and  benefits  hereof,  although 
said  Existing  Debentures  and  Series  A Debentures  shall  not  have  been 
authenticated  by  the  Trustee  hereunder. 

Before  authenticating  or  delivering  any  coupon  bond,  all  coupons  then  Cancellation 
matured  shall  be  detached  and  cancelled  and  on  its  written  demand,  before  authen- 
delivered  to  the  Company. 

On  request  of  the  Company,  First  Mortgage  Bonds  may  be  authenti-  Authenti- 
cated and  delivered  under  this  Indenture  in  advance  of  the  registration  or  delivery  of 
recording  of  this  Indenture  and  without  delivery  of  any  of  the  stocks,  advance  of 
bonds  or  securities  specified  in  the  granting  clauses  hereof,  or  assigned  indenture  and 
or  transferred  hereby  or  intended  so  to  be,  but  the  Company  covenants  ery  of  securi- 
that,  with  all  convenient  speed,  it  will  cause  this  Indenture  to  be  recorded  in  granting 
as  a mortgage  upon  the  real  and  personal  property  subject  to  this  Inden-  thereof, 
ture,  and  will  deliver  to  the  Trustee  the  stocks,  bonds  and  other  securities 
specified  in  the  granting  clauses  hereof. 


Section  2.  The  Company  will  keep  at  an  office  or  agency  to  be  main-  Registration 

cind  transfer 

tained  by  it  in  the  Borough  of  Manhattan,  City  of  New  York,  a sufficient  books  to  be 
register  or  registers,  for  the  registration  and  transfer  of  the  First  Mort-  ktpt 
gage  Bonds,  which  shall  at  all  reasonable  times  be  open  for  inspection 
by  the  Trustee;  and,  upon  presentation  for  such  purpose  the  Company  Registration 
will,  under  such  reasonable  regulations  as  it  may  prescribe,  register  as  coupon  fd?m. 
to  principal  any  First  Mortgage  Bond  in  coupon  form. 


Article  Two. 
Section  2. 


28 


Transfer  of 
registered 
bonds  in 
coupon  form. 


Coupons  to 

remain 

negotiable. 


Coupon  bonds 
and  registered 
bonds  inter- 
changeable. 


Transfer  of 
registered 
bonds  with- 
out coupons. 


The  holder  of  any  First  Mortgage  Bond  in  coupon  form  may  have  the 
ownership  thereof  registered  on  the  books  of  the  Company  at  its  said 
office  or  agency  and  such  registration  noted  on  the  bond.  After  such  reg- 
istration, no  transfer  shall  be  valid  unless  made  on  said  books  by  the 
registered  holder,  in  person  or  by  his  attorney  duly  authorized,  and 
similarly  noted  on  the  bond. 

Upon  presentation  to  the  bond  registrar  of  the  Company  at  such  office 
or  agency,  of  any  First  Mortgage  Bond  in  coupon  form  registered  as  to 
principal,  accompanied  by  delivery  of  a written  instrument  of  transfer 
in  a form  approved  by  the  Company,  executed  by  the  registered  holder, 
such  bond  shall  be  transferred  upon  such  register  by  the  registered  holder 
in  person  or  by  attorney  duly  authorized,  and  such  transfer  shall  be  noted 
by  such  bond  registrar  upon  the  bond.  The  registered  holder  of  any 
such  First  Mortgage  Bond  in  coupon  form  registered  as  to  principal  also 
shall  have  the  right  to  cause  the  same  to  be  registered  as  payable  to 
bearer,  in  which  case  transferability  by  delivery  shall  be  restored,  and 
thereafter  the  principal  of  such  bond  when  due  shall  be  payable  to  the 
person  presenting  the  bond;  but  any  such  bond  registered  as  payable  to 
bearer  may  be  registered  again  in  the  name  of  the  holder  with  the  same 
effect  as  a first  registration  thereof.  Successive  registrations  and  transfers 
as  aforesaid  may  be  made  from  time  to  time  as  desired,  and  each  regis- 
tration of  a bond  shall  be  noted  by  the  bond  registrar  on  the  bond. 
Registration  of  any  First  Mortgage  Bond  in  coupon  form  as  to  principal, 
however,  shall  not  affect  the  negotiability  of  the  coupons  belonging  to  such 
bond  by  delivery  merely,  but  every  such  coupon  shall  continue  to  pass 
by  delivery  and  shall  remain  payable  to  bearer. 

The  holder  of  any  First  Mortgage  Bond  in  coupon  form  may  at  any 
time,  upon  payment  of  the  charges  hereinafter  provided  for,  sur- 
render the  same  with  all  unmatured  coupons  thereto  appertaining,  for 
cancellation,  and  receive  in  exchange  therefor  a registered  bond  or  bonds 
without  coupons  for  the  like  principal  amount,  as  hereinafter  provided, 
and  the  registered  owner  of  any  registered  First  Mortgage  Bond  or  Bonds 
without  coupons,  at  his  option,  may  at  any  time,  upon  like  payment  of 
the  charges  hereinafter  provided  for,  transfer  and  surrender  the  same 
for  cancellation  and  receive  in  exchange  therefor  a like  principal  amount 
of  First  Mortgage  Bonds  in  coupon  form  of  the  denominations  of  $500 
and/or  $1000,  as  herein  provided.  Every  registered  bond  with- 
out coupons  shall  be  transferable  only  by  the  registered  owner  thereof, 
in  person  or  by  his  duly  authorized  attorney,  on  said  books  of  the  Com- 


29 


Article  Two. 
Sections  2,  3. 


pany,  at  its  said  office  or  agency,  and,  upon  the  surrender  and  cancella- 
tion thereof,  one  or  more  new  registered  bonds  without  coupons  will  be 
issued  to  the  transferee  in  exchange  therefor  as  hereinafter  provided. 


Section  3.  The  registered  bonds  shall  be  dated  the  day  of  issue  if  an 
interest  day,  or  if  not  an  interest  day,  then  the  last  preceding  interest  day. 
The  registered  bonds  shall  bear  interest  from  the  respective  dates  thereof. 
Whenever  any  bond  or  bonds  shall  be  issued  in  the  first  instance  as  a 
registered  bond  or  bonds  there  shall  be  reserved  by  the  Company  unissued 
an  aggregate  face  amount  of  coupon  bonds  equal  to  the  aggregate  face 
amount  of  the  registered  bond  or  bonds  so  issued.  Whenever  any  regis- 
tered bond  or  bonds  shall  be  surrendered  for  transfer  the  Company  shall 
make  and  the  Trustee  shall  authenticate  and  deliver  on  cancel- 
lation of  the  bond  or  bonds  transferred,  and  upon  payment  of  the 
charges,  if  the  Company  shall  so  require,  hereinafter  provided  for, 
a new  registered  bond  or  bonds  for  a like  principal  amount.  The  holder  of 
any  registered  bond  may  also  exchange  such  bond  upon  the  surrender  and 
cancellation  thereof  for  coupon  bonds  to  a like  principal  amount  bearing 
all  unmatured  coupons  for  interest.  Whenever  any  coupon  bond  or 
bonds,  together  with  all  unmatured  coupons  thereto  belonging,  shall  be 
surrendered  for  exchange,  as  herein  provided,  for  registered  bonds,  the 
Company  shall  make  and  the  Trustee  shall  authenticate  and  deliver,  on  the 
cancellation  of  such  coupon  bond,  a like  principal  amount  of  registered 
bonds. 

Upon  the  issue  of  any  registered  bond  the  Company  shall  reserve 
unissued  a principal  amount  of  coupon  bonds  equal  to  the  principal 
amount  of  the  registered  bonds  so  issued  and  an  appropriate  statement 
in  respect  of  such  reservation  shall  be  endorsed  upon  the  registered  bond. 

In  every  case  of  exchange,  the  Trustee  shall  cancel  the  sur- 
rendered bond  or  bonds  and  coupons  and  upon  written  demand  of  the 
Company  shall  deliver  the  same  to  the  Company. 

For  any  exchange  of  coupon  bonds  for  registered  bonds  or  of  regis 
tered  bonds  for  coupon  bonds  or  for  any  transfer  of  registered  bonds  with- 
out coupons  the  Company,  at  its  option,  may  require  the  payment  of  a sum 
sufficient  to  reimburse  it  for  any  stamp  tax  or  other  governmental  charge, 
or  other  expense  connected  therewith,  and  also  of  a further  sum  not 
exceeding  one  dollar  for  each  new  bond  issued  upon  such  transfer  or 
exchange. 


Date  of  reg- 
istered bonds. 


Registered 
bonds  to  bear 
interest  from 
respective 
dates 
thereof. 

Authentica- 
tion and  deliv- 
ery of  new 
registered 
bonds  on  sur- 
render for 
transfer  of 
registered 
bonds. 


Upon  issue 
of  registered 
bond  Company 
to  reserve 
unissued 
equal  princi- 
pal amount 
of  coupon 
bonds. 

Surrender 
bond  and 
coupons  to  be 
cancelled  and 
delivered  to 
Company. 


Ownership 
of  bonds. 


Temporary 

bonds. 


Article  Two. 

Sections  4,  5. 

30 

Section  4.  As  to  all  registered  First  Mortgage  Bonds  without  coupons 
and  all  First  Mortgage  Bonds  in  coupon  form  registered  as  to  principal, 
the  person  in  whose  name  such  bonds  shall  be  registered  on  the  books  of 
the  Company  shall  for  all  purposes  of  this  Indenture  be  deemed  and 
regarded  as  the  owner  thereof,  and  thereafter  payment  of  or  on  account  of 
the  principal  of  any  such  bond,  if  it  be  a registered  coupon  bond,  and  of 
the  principal  and  interest,  if  it  be  a registered  bond  without  coupons,  shall 
be  made  only  to  or  upon  the  order  of  such  registered  holder  thereof,  but 
such  registration  may  be  changed  as  above  provided.  All  such  payments 
shall  be  valid  and  effectual  to  satisfy  and  discharge  the  liability  upon  such 
bonds  to  the  extent  of  the  sum  or  sums  so  paid.  The  Company  and  the 
Trustee  may  deem  and  treat  the  bearer  of  any  coupon  bond  which  shall 
not  at  the  time  be  registered  as  to  principal,  and  the  bearer  of  any  coupon 
for  interest  on  any  coupon  bond,  whether  such  bond  shall  be  registered  or 
not,  as  the  absolute  owner  of  such  bond  or  coupon  for  the  purpose  of 
receiving  payment  thereof,  and  for  all  other  purposes  whatever,  and 
neither  the  Company  nor  the  Trustee  shall  be  affected  by  any  notice  to  the 
contrary. 

Section  5.  Until  the  definitive  bonds  shall  be  prepared  the  Company 
may  execute  and  upon  the  request  of  the  Company  the  Trustee 
shall  authenticate  and  deliver,  in  lieu  of  definitive  bonds  and  subject  to 
the  same  provisions,  limitations  and  conditions,  one  or  more  temporary 
printed,  lithographed  or  typewritten  First  Mortgage  Bonds  of  the  denomi- 
nation of  $500  or  of  any  multiple  thereof,  substantially  of  the  tenor  herein- 
before recited,  with  or  without  coupons,  and  with  appropriate  omissions, 
insertions  and  variations  as  may  be  required. 

Upon  surrender  of  such  temporary  First  Mortgage  Bonds  for  exchange 
the  Company  at  its  own  expense  shall  prepare  and  execute  and  upon 
cancellation  of  said  surrendered  temporary  First  Mortgage  Bonds  the 
Trustee  shall  authenticate  and  deliver  in  exchange  therefor,  definitive 
bonds  for  the  same  aggregate  principal  amount  as  the  temporary 
bonds  surrendered.  Until  so  exchanged,  temporary  bonds  shall  in  all 
respects  be  entitled  to  the  same  benefits  of  this  Indenture  as  the  definitive 
First  Mortgage  Bonds  to  be  authenticated  and  issued  hereunder;  and 
unless  said  temporary  First  Mortgage  Bonds  shall  be  issued  with  coupons, 
the  interest  on  said  temporary  bonds,  when  and  as  payable,  shall  be  paid 
and  notation  of  such  payment  endorsed  thereon. 


Article  Two — Section  6. 

Article  Three — Section  1. 

31 

Section  6.  In  case  any  First  Mortgage  Bond,  with  the  coupons,  if  any,  Replacing 
thereto  appertaining,  shall  become  mutilated  or  be  destroyed  or  lost,  the  lated,  de- 
Company  in  its  discretion  may  issue,  and  thereupon  the  Trustee  k,st.yed  °r 
shall  authenticate  and  deliver  a new  First  Mortgage  Bond  of  like  tenor, 
date  and  amount  and  bearing  the  same  number,  in  exchange  and  substitu- 
tion for  and  upon  cancellation  of  the  mutilated  bond  and  its  coupons,  if 
any,  and  in  lieu  of  and  substitution  for,  the  bond  and  its  coupons,  if  any, 
so  destroyed  or  lost,  provided,  however,  that  the  applicant  for  such  sub- 
stituted bond  shall  have  furnished  to  the  Company  and  to  the  Trustee 
evidence  of  the  destruction  or  loss  of  any  such  bond  and  its  coupons  or 
of  any  such  temporary  bond  without  coupons  so  destroyed  or  lost,  such 
evidence  to  be  satisfactory  to  the  Company  and  to  the  Trustee  in  their 
discretion,  and  shall  also  furnish  indemnity  satisfactory  to  the  Company 
and  to  the  Trustee  in  their  discretion,  and  shall  comply  with  such  other 
reasonable  regulations  as  they  or  either  of  them  may  prescribe. 

ARTICLE  THREE. 

Issue  of  Bonds. 

Section  1.  The  First  Mortgage  Bonds  shall  be  executed  by  the  Com-issueof 
pany  and  delivered  by  it  to  the  Trustee  for  authentication  and  shall  be 
authenticated  and  delivered  by  the  Trustee  from  time  to  time  as  follows: 

(a)  Upon  the  delivery  to  the  Trustee  from  time  to  time  of — (a)  in  ex- 

' * * change  for 

Existing  Debentures  in  negotiable  form,  accompanied  by  all  unma-  existing  de- 
tured  coupons,  for  conversion  of  that  portion  of  the  debt  repre- 
sented thereby  entitled  to  the  security  of  this  Indenture  into  First 
Mortgage  Bonds,  the  Trustee  shall  cancel  or  surrender  to  the  trustee 
under  the  Debenture  Agreement,  either  directly  or  through  the 
Company,  for  cancellation,  said  Existing  Debentures  so  delivered  to 
it,  and  in  exchange  therefor  shall  authenticate  and  deliver,  to  or 
upon  the  written  order  of  the  person,  firm  or  corporation  by  whom 
said  Existing  Debentures  shall  have  been  delivered  to  the  Trustee, 

First  Mortgage  Bonds  to  a principal  amount  equal  to  one-half  of 
the  principal  amount  of  the  Existing  Debentures  so  delivered  to  the 
Trustee. 

( b ) Upon  the  delivery  to  the  Trustee  from  time  to  time  of— (&)inex- 
Series  A Debentures,  together  with  a like  principal  amount  of  ser^lVand 
Series  B Debentures,  each  in  negotiable  form  and  accompanied  by  debentures. 


Article  Three. 

Sections  1,  2. 

32 

all  unmatured  coupons,  for  conversion  of  the  debt  represented  by 
said  Series  A Debentures  into  First  Mortgage  Bonds,  the  Trustee 
shall  cancel  or  surrender  to  the  trustee  under  the  Debenture  Agree- 
ment, either  directly  or  through  the  Company,  for  cancellation, 
said  Series  A Debentures  and  Series  B Debentures  so  delivered 
to  it,  and  in  exchange  for  said  Series  A Debentures  shall  authen- 
ticate and  deliver,  to  or  upon  the  written  order  of  the  person,  firm 
or  corporation  by  whom  said  Series  A Debentures  and  Series  B 
Debentures  shall  have  been  delivered  to  the  Trustee,  First  Mort- 
gage Bonds  to  a principal  amount  equal  to  the  principal  amount  of 
the  Series  A Debentures  so  delivered  to  the  Trustee. 


Conversion 
of  portion  of 
debt  not 
entitled  to 
security,  into 
Prior  Prefer- 
ence Stock. 


Surrender  by 
Trustee  of 
existing  de- 
bentures and 
Series  A and 
Series  B 
debentures 
received  in 
exchange 
for  bonds. 


That  portion  of  the  debt  not  entitled  to  the  security  of  this  Indenture, 
represented  by  Existing  Debentures  and  Series  B Debentures  delivered 
to  the  Trustee  as  provided  in  the  foregoing  paragraphs  (a)  and  ( b ),  the 
Company  covenants  and  agrees  to  convert  into  shares  of  the  Prior 
Preference  Stock  of  the  Company  in  accordance  with  the  provisions  of 
Section  2 of  this  Article  Three. 

Any  and  all  Existing  Debentures,  Series  A Debentures  and  Series  B 
Debentures  delivered  to  the  Trustee  as  provided  in  the  foregoing  para- 
graphs (a)  and  (b)  of  this  Section  1 shall  forthwith  be  surrendered  by 
the  Trustee  to  the  trustee  under  the  Debenture  Agreement,  either  directly 
or  through  the  Company,  and  the  Company  covenants  and  agrees  that 
none  of  said  Existing  Debentures,  Series  A Debentures  or  Series  B 
Debentures  So  surrendered  shall  be  reissued  under  the  Debenture  Agree- 
ment or  otherwise,  and  that  if  not  cancelled  at  the  time  of  such  surrender 
the  same  shall  be  forthwith  cancelled  by  the  trustee  under  the  Debenture 
Agreement.  Unless  the  Company  otherwise  directs  the  Trustee  in  writing, 
all  said  Existing  Debentures,  Series  A Debentures  and  Series  B Deben- 
tures shall  be  surrendered  to  the  trustee  under  the  Debenture  Agreement 
in  compliance  with  the  covenants  of  the  Company  set  forth  in  Section  1 
of  Article  Five  of  the  Debenture  Agreement  or  in  anticipation  thereof  and 
as  a delivery  of  Debentures  for  account  of  the  sinking  fund  created  by 
the  Debenture  Agreement. 


Conversion 
of  existing 
debentures 
and  Series  B 
debentures 
into  Prior 
Preference 
Stock. 


Section  2.  That  portion  of  the  debt  not  entitled  to  the  security  of 
this  Indenture  represented  by  Existing  Debentures  and  Series  B Deben- 
tures delivered  to  the  Trustee  as  provided  in  paragraphs  (a)  and  ( b ) 
of  Section  1 of  this  Article  Three,  the  Company  covenants  and  agrees,  in 


33 


Article  Three. 
Section  2. 


the  manner  and  upon  the  conditions  hereinafter  in  this  Section  2 set  forth, 
to  convert  into  Prior  Preference  Stock  of  the  Company,  of  the  issue 
hereinafter  more  particularly  referred  to,  at  the  rate  of  five  shares  of 
said  Prior  Preference  Stock  of  the  par  value  of  $100  each  for  each  $1000 
principal  amount  of  Existing  Debentures  or  for  each  $500  principal 
amount  of  Series  B Debentures  delivered  to  the  Trustee  as  provided  in 
said  paragraphs  (a)  and  (&)  of  said  Section  1. 

The  Company  covenants  and  agrees  that  it  will  forthwith  by  appro- covenant  to 
priate  corporate  action  create  an  authorized  issue  of  Prior  Preference oPprforPref- 
Stoek  of  the  character  set  forth  in  a certain  Plan  and  Agreement  of  Read-'  unc‘  Mock 
justment  of  the  Company  dated  April  30,  1921,  as  modified  by  two 
certain  Statements  dated  respectively  July  1,  1921  and  November  21, 

1921,  reference  to  which  said  Plan  and  Agreement  and  to  which  said 
Statements,  is  hereby  expressly  made,  and  that  the  Company  will 
reserve  and  keep  available  for  the  purpose  of  conversion  under 
and  in  accordance  with  the  terms  and  provisions  of  this  Indenture 
said  Prior  Preference  Stock  for  issue  upon  the  delivery  to  the  Trustee 
of  Existing  Debentures  and  Series  B Debentures  as  provided  in  para- 
graphs (a)  and  ( b ) of  Section  1 of  this  Article  Three,  and  further  cove- 
nants and  agrees  to  deliver  to  the  Trustee  from  time  to  time  duly  executed 
and  countersigned  certificates  for  said  Prior  Preference  Stock  to  such 
amount  as  may  be  required  from  time  to  time  to  effect  such  conversion. 

The  stock  certificates  so  delivered  shall  be  in  the  respective  names  of  the 
respective  holders  or  registered  owners  of  the  Existing  Debentures  or 
Series  B Debentures  so  delivered  to  the  Trustee,  or  in  such  names  as  they 
may  direct,  in  which  latter  case  the  persons  surrendering  the  same  shall 
be  required  to  pay  all  stock  transfer  taxes  that  may  be  payable  in  respect  Company to 
thereof.  The  Company  shall  pay  the  amount  of  any  and  all  taxes  which taxes' i£  any- 
may  be  imposed  in  respect  of  any  issue  or  delivery  of  Prior  Preference 
Stock  pursuant  to  the  provisions  of  this  Article  Three  and  which  shall 
be  payable  in  order  that  such  stock  may  be  issued  in  the  name  of  the 
respective  holders  or  registered  owners  of  the  Existing  Debentures  or 
Series  B Debentures  so  delivered  to  the  Trustee. 

Upon  the  delivery  to  the  Trustee  either  of  Existing  Debentures,  or  Method  and 
of  Series  B Debentures  together  with  a like  amount  of  Series  A Deben-  version^"" 
tures,  as  provided  in  paragraphs  (a)  and  ( b ) of  Section  1 of  this  Article benturesdand 
Three,  the  Company  shall  issue  and  deliver  to  the  Trustee  for  delivery  bentureainto 
by  it  in  behalf  of  the  Company  to  or  upon  the  order  of  the  person,  firm  eno°rswcker' 
or  corporation  by  whom  said  Existing  Debentures  or  said  Series  B 


Article  Three. 
Section  2. 


34 


Adjustment 
on  conversion. 


Debentures  shall  have  been  delivered  to  the  Trustee,  upon  their  making 
payment  to  the  Trustee  for  account  of  the  Company  of  any  amounts 
required  as  a condition  of  the  exercise  of  such  right  of  conversion,  the 
amount  of  Prior  Preference  Stock  to  which  the  holder  or  registered  owner 
of  said  Existing  Debentures  or  of  said  Series  B Debentures  shall  be 
entitled  as  above  set  forth,  namely  five  shares  of  said  Prior  Preference 
Stock  of  the  par  value  of  $100  each,  either  for  each  $1000  principal  amount 
of  said  Existing  Debentures  or  for  each  $500  principal  amount  of  said 
Series  B Debentures.  The  issue,  delivery  and  acceptance  of  any  such 
shares  of  Prior  Preference  Stock  shall  in  each  case  constitute  a contract 
between  the  holder  of  the  Existing  Debentures  and/or  Series  B Deben- 
tures so  delivered  to  the  Trustee  and  the  Company  whereby  the  holder 
of  any  such  Existing  Debentures  or  Series  B Debentures  shall  be  deemed 
to  subscribe  for  the  amount  of  Prior  Preference  Stock  of  the  Company 
which  he  will  be  entitled  to  receive  as  above  stated,  and  in  satisfaction  of 
such  subscription  and  in  payment  of  the  Prior  Preference  Stock  to  be 
received  as  aforesaid  to  surrender  that  portion  of  the  debt  represented  by 
said  Existing  Debentures  or  Series  B Debentures  not  entitled  to  the 
security  of  this  Indenture  and  to  release  the  Company  from  all  liability 
thereon,  and  whereby  the  Company  shall  be  deemed  to  agree  that  that 
portion  of  the  principal  amount  unpaid  upon  such  Existing  Debentures 
or  Series  B Debentures  as  represents  the  portion  of  the  debt  represented 
thereby  not  entitled  to  the  security  of  this  Indenture,  together  with  the 
delivery  of  said  Existing  Debentures  or  Series  B Debentures  to  the 
Trustee  and  the  cancellation  .thereof  by  it  and  the  extinguishment  of 
liability  thereon,  to  the  extent  herein  provided,  shall  constitute  full  pay- 
ment of  such  subscription  for  the  Prior  Preference  Stock  of  the  Company 
to  be  issued  as  above  provided. 

At  the  time  of  any  such  conversion  an  adjustment  shall  be  made 
between  the  Company  and  the  holder  or  registered  owner  of  any  Existing 
Debenture  or  Series  B Debenture  delivered  to  the  Trustee  as  follows: — 
there  shall  be  credited  to  the  holder  or  registered  owner  of  the  Existing 
Debentures  or  Series  B Debentures  so  delivered  to  the  Trustee  an  amount 
equal  to  the  dividends  upon  the  shares  of  Prior  Preference  Stock  deliver- 
able on  any  such  conversion  which  the  holder  or  registered  owner  of 
the  Existing  Debentures  or  Series  B Debentures  so  delivered  to  the 
Trustee  would  have  received  in  case  he  had  been  the  registered 
owner  of  said  shares  of  Prior  Preference  Stock  on  and  after  January 
1,  1922,  and,  in  case  a dividend  shall  have  been  declared  but  not  paid 


Article  Three — Section  2. 

Article  Four — Section  1. 

35 

upon  the  Prior  Preference  Stock  of  the  Company  at  the  date  of  such 
conversion  in  which  dividend  the  shares  of  Prior  Preference  Stock 
to  be  delivered  as  herein  provided  will  not  be  entitled  to  participate,  an 
additional  amount  equal  to  the  amount  of  such  dividend  which  the  holder 
of  said  shares  of  Prior  Preference  Stock  so  deliverable  would  be  entitled 
to  receive  if  participating  therein;  and  there  shall  be  charged  against  such 
holder  or  registered  owner  of  the  Existing  Debenture  or  Series  B Deben- 
ture so  delivered  to  the  Trustee  an  amount  equal  to  one-third  of  the  inter- 
est accrued  from  January  1,  1922  and  paid  upon  any  Existing  Debenture 
so  delivered  to  the  Trustee  and  to  all  the  interest  accrued  from  January  1, 

1922  and  paid  upon  any  Series  B Debenture  so  delivered  to  the  Trustee. 
Contemporaneously  with  the  delivery  to  the  Trustee  of  certificates  for 
such  shares  of  Prior  Preference  Stock  the  Company  will  pay  in  cash  to  the 
Trustee  for  payment  to  the  holder  or  registered  owner  of  the  Existing 
Debentures  or  Series  B Debentures  so  delivered  to  the  Trustee  any  excess 
of  the  amount  so  credited  to  such  holder  over  and  above  the  amount  so 
charged  against  him,  and  the  holder  or  registered  owner  of  the  Existing 
Debentures  or  Series  B Debentures  so  delivered  to  the  Trustee  shall, 
as  a condition  of  the  exercise  of  such  right  of  conversion,  pay  in  cash  to 
the  Trustee  for  payment  to  the  Company  any  excess  of  the  amount  so 
charged  against  him  over  and  above  the  amount  so  credited  to  him. 

The  date  of  the  conversion  and  the  time  when  the  conversion  shall  pate  and 
occur  shall  be  deemed  to  be  the  date  and  time  when  the  Existing  Deben-  conversion, 
tures  or  Series  B Debentures  are  delivered  to  the  Trustee  for  the  purpose 
of  exchange  and  conversion  as  herein  provided. 

ARTICLE  FOUR. 

Redemption  of  Bonds. 

Section  1.  The  Companv  may,  at  its  election,  on  any  interest  pay-  Bonds  re- 

1 rr  , 11  r i -r<-  , , _ i deemable  on 

ment  date,  pay  ofr  or  redeem  any  or  all  of  the  First  Mortgage  Bonds  at  any  interest 

ir  . i , . ° ° . , payment  date 

the  face  value  thereof  and  accrued  interest,  together  with  a premium  of  at  election  of 
ten  per  cent,  of  the  face  value  thereof.  In  case  the  Company  shall  elect 
to  exercise  such  right  of  redemption,  it  shall  give  notice  thereof  by  Notice  by 
publication  at  least  once  on  any  day  of  each  week  for  eight  suc-publlcatIon' 
cessive  weeks  prior  to  the  interest  payment  date  on  which  such 
payment  and  redemption  is  to  be  made,  the  first  publication  to 
be  made  not  less  than  sixty  days  nor  more  than  ninety  days  prior 
to  such  redemption  date,  in  one  daily  newspaper  of  general  cir- 


Article  Four. 
Sections  1,  2. 


36 


Contents  of 
notice. 


Notice  to 
bondholders 
by  mail. 


Bonds  become 
due  on  re- 
demption 
date. 


Interest  to 

cease. 


Payment  of 
bonds  re- 
deemed. 


culation  published  in  the  Borough  of  Manhattan,  in  the  City  of  New 
York,  and  in  one  daily  newspaper  of  general  circulation  published  in  the 
City  of  Chicago,  in  the  State  of  Illinois,  stating  such  election  on  the  part 
of  the  Company  and  specifying,  in  case  less  than  all  of  the  First  Mort- 
gage Bonds  are  to  be  redeemed,  the  serial  numbers  of  the  First  Mortgage 
Bonds  to  be  redeemed  (which,  previously  to  the  publication  of  such  notice, 
shall  have  been  designated  by  lot  under  the  direction  of  the  Trustee) 
and  stating  that  the  interest  on  the  First  Mortgage  Bonds  in  such 
notice  designated  for  redemption  shall  cease  on  such  redemption  date,  and 
requiring  that  said  bonds  be  presented  at  the  office  of  the  Trustee 
on  said  date  for  payment  and  redemption.  A similar  notice  shall 
be  mailed  by  the  Company,  postage  prepaid,  at  least  sixty  days  prior  to 
said  date  fixed  for  redemption,  to  all  registered  holders  of  First  Mort- 
gage Bonds  to  be  redeemed  whose  addresses  shall  appear  upon  the  transfer 
register  or  registers  of  the  Company.  Notice  having  been  so  published, 
the  First  Mortgage  Bonds  so  designated  for  redemption  shall,  on  the 
interest  payment  date  designated  in  such  notice,  become  due  and  payable 
at  the  redemption  price  aforesaid;  and  from  and  after  the  date  of  redemp- 
tion so  designated  (unless  the  Company  shall  make  default  in  payment 
of  said  First  Mortgage  Bonds)  interest  on  the  bonds  so  designated  for 
redemption  shall  cease  to  accrue,  and  upon  presentation  at  the  office  of 
the  Trustee  of  the  First  Mortgage  Bonds  specified  in  said  notice,  in 
accordance  with  said  notice  in  negotiable  form,  together  with  all  coupons 
thereto  appertaining  maturing  on  and  after  said  date  of  redemption,  the 
First  Mortgage  Bonds  designated  for  redemption  shall  be  paid  by  the 
Company  at  the  redemption  price  aforesaid.  If  not  so  paid  upon  presen- 
tation thereof,  said  bonds  shall  continue  to  bear  interest  at  the  rate 
therein  expressed  until  payment. 


Continuation 
of  trust  so 
long  as  any 
existing  de- 
bentures or 
Series  A de- 
bentures are 
outstanding. 


Termination 
of  trust  on 
proof  that  no 


Section  2.  Notwithstanding  the  redemption  or  payment  of  all  the 
First  Mortgage  Bonds,  this  Indenture  shall  continue  in  full  force  and 
effect  as  security  for  the  Existing  Debentures  (to  the  extent  of  one-half 
of  the  principal  thereof  and  two-thirds  of  the  interest  from  and  after 
January  1,  1922,  thereon),  and  as  security  for  the  Series  A Debentures  (to 
the  extent  of  all  of  the  principal  thereof  and  interest  thereon)  so  long  as 
any  of  the  Existing  Debentures  or  any  of  the  Series  A Debentures  shall 
remain  outstanding.  On  the  delivery  to  the  Trustee  of  proof  satis- 
factory to  it  that  none  of  the  Existing  Debentures  or  Series  A Deben- 
tures are  any  longer  outstanding,  and  on  deposit  with  the  Trustee 


Article  Four — Sections  2,  3. 

Article  Five — Section  1. 

37 

of  the  amount  necessary  to  redeem  all  of  the  then  outstanding  First  existing  de- 
Mortgage  Bonds  as  provided  in  this  Article  Four,  and  on  delivery  to  the  seriesrA  °r 
Trustee  of  (1)  proof  satisfactory  to  the  Trustee  that  notice  of  redemp-  are  outstand- 
tion  of  the  First  Mortgage  Bonds  on  a specified  redemption  date  has  deposUof 
been  published  as  hereinbefore  provided,  or  (2)  proof  satisfactory  s^ytoVedeem 
to  the  Trustee  that  arrangements  have  been  made  insuring  to  the  vision1  toTn- 
satisfaction  of  the  Trustee  that  such  notice  will  be  so  published,  or  (3)  suie  notlce- 
a written  instrument  executed  by  the  Company  under  its  corporate  seal, 
and  expressed  to  be  irrevocable,  authorizing  the  Trustee  to  give  such 
notice  for  and  on  behalf  of  the  Company,  and  on  payment  to  the  Trus- 
tee of  all  costs,  charges  and  expenses  of  the  Trustee  in  relation  thereto, 
then  the  Trustee  shall  cancel  and  satisfy  this  Indenture.  The  Trustee 
shall  apply  the  moneys  so  deposited  with  it  to  the  payment  at  the  redemp- 
tion price  aforesaid  of  the  First  Mortgage  Bonds  so  called  for  redemption, 
but  shall  in  no  event  be  liable  beyond  the  amount  so  deposited  with  it. 

Section  3.  All  First  Mortgage  Bonds  redeemed  pursuant  to  the  pro- Redeemed 
visions  of  this  Article  Four,  together  with  the  coupons  appurtenant  to  ca£c!nedbby 
said  bonds,  shall  be  cancelled  by  the  Trustee  and  delivered  by  it  to  the  retuniedTc? 
Company  upon  its  written  request  therefor,  and  no  First  Mortgage  Bonds  Company- 
so  redeemed  shall  be  reissued. 

ARTICLE  FIVE. 

Sinking  Fund. 

Section  1.  The  Company  covenants  and  agrees  that  on  the  thirty-first  creation  of 
day  of  December  in  each  year,  beginning  with  the  year  1923,  it  will  pay  sinking£und- 
or  deliver  to  the  Trustee,  as  and  for  a sinking  fund  to  be  applied  as  here- 
inafter in  this  Article  Five  provided,  either  (1)  an  amount  in  cash  equal  sinking  fund 
to  two  per  cent,  of  the  principal  amount  of  all  First  Mortgage  Bonds payments- 
authenticated  and  delivered  by  the  Trustee  pursuant  to  the  provisions  of 
Article  Three  of  this  Indenture,  or,  at  the  option  of  the  Company  (2)  an 
amount  in  First  Mortgage  Bonds  previously  issued  hereunder,  with  all 
unmatured  coupons  thereunto  appertaining,  equal  at  the  face  value  of  said 
bonds  to  two  per  cent,  of  the  principal  amount  of  all  First  Mortgage  Bonds 
authenticated  and  delivered  by  the  Trustee  pursuant  to  the  provisions  of 
Article  Three  of  this  Indenture.  The  Company  shall  have  the  right  to 
make  such  payments  partly  in  cash  and  partly  in  First  Mortgage  Bonds 
as  aforesaid,  and  to  make  such  payments,  in  whole  or  in  part,  before  the 
date  on  which  the  same  are  required  to  be  made.  It  shall  also  have  the 


Article  Five. 
Sections  1,  2,  3. 


38 


Sinking  fund 
to  be  applied 
to  purchase 
of  bonds. 


Moneys  not 
applied  to 
purchase  of 
bonds  to  be 
applied  to 
redemption 
thereof. 


Notice  of 
redemption. 


■Bonds  become 
due  on  date 
specified  in 
notice. 


Interest  to 
cease. 


Payment  of 

redeemed 

bonds. 


right  to  exceed  said  sinking  fund  requirements  in  any  year  and  to  have  the 
excess  payments  credited  against  its  said  sinking  fund  obligation  in  such 
future  years  as  the  Company  shall  designate. 

Section  2.  All  moneys  received  by  the  Trustee  for  the  sinking  fund 
shall  be  applied  by  it  from  time  to  time,  as  soon  as  reasonably  practicable 
after  the  receipt  thereof,  to  the  purchase  of  First  Mortgage  Bonds  at 
public  or  private  sale,  in  its  discretion,  at  the  best  price  obtainable  by  the 
Trustee,  not  exceeding  the  redemption  price.  The  moneys  in  the  sinking 
fund  not  applied  to  the  purchase  of  First  Mortgage  Bonds  as  aforesaid 
on  or  before  April  15th  in  any  year  shall  (unless  the  amount  be  less  than 
$25,000)  be  applied  by  the  Trustee  to  the  redemption  of  First  Mortgage 
Bonds  on  the  next  succeeding  first  day  of  July,  at  the  redemption  price 
aforesaid,  the  bonds  so  to  be  redeemed  to  be  designated  by  lot  under  the 
direction  of  the  Trustee.  The  First  Mortgage  Bonds  so  to  be  redeemed 
having  been  so  designated,  the  Trustee  shall  give  notice  to  the  Company 
to  that  effect,  specifying  the  numbers  thereof,  and  the  Company  shall 
forthwith  give  notice  of  such  redemption  as  in  Article  Four  of  this 
Indenture  provided  to  be  given  for  the  redemption  of  Bonds  pursuant 
to  said  Article  Four;  or  the  Trustee  may,  at  the  expense  of  the  Company, 
give  such  notice.  Said  notice  having  been  published  as  in  said  Article 
Four  provided,  the  First  Mortgage  Bonds  so  designated  for  redemp- 
tion shall,  on  the  date  specified  in  said  notice,  become  due  and  pay- 
able at  said  redemption  price.  From  and  after  the  date  of  redemption 
so  designated  (unless  default  shall  be  made  in  the  payment  of  said  First 
Mortgage  Bonds)  interest  on  the  Bonds  so  designated  for  redemption 
shall  cease  to  accrue,  and  on  presentation  of  the  First  Mortgage  Bonds 
specified  in  the  notice  of  redemption  in  accordance  with  said  notice,  in 
negotiable  form,  with  all  appurtenant  coupons  maturing  on  and  after 
said  redemption  date,  said  Bonds  shall  be  paid  by  the  Trustee  at  the 
redemption  price  aforesaid,  out  of  the  sinking  fund  moneys  in  its  pos- 
session. 


Sinking  fund 
security  for 
all  outstand- 
ing bonds 
until  desig- 
nated for 
redemption. 


Section  3.  Until  the  application  of  sinking  fund  moneys  to  the  pur- 
chase of  Bonds,  all  moneys  in  the  sinking  fund  shall  be  held  by  the 
Trustee  as  further  security  for  the  First  Mortgage  Bonds  secured  by  this 
Indenture;  but  from  and  after  such  designation  all  such  moneys,  to 


Conversion  the  extent  required  for  the  purpose,  shall  be  held  for  the  payment  of 
tion  for  re-  the  First  Mortgage  Bonds  so  designated  for  redemption.  In  case  after 
demption.  designation  any  of  the  First  Mortgage  Bonds  so  designated  for 


Article  Five — Sections  3,  4. 
Article  Six — Section  1. 
39 

redemption  shall  be  converted  into  common  stock  of  the  Company  pur- 
suarit  to  the  provisions  of  Article  Six  hereof,  then  the  moneys  held  for 
the  payment  of  such  Bonds  shall  revert  to  the  sinking  fund  and  be  applied 
as  hereinabove  provided. 


Section  4.  All  First  Mortgage  Bonds  purchased  or  redeemed  by  the  purchased  oi* 
application  of  moneys  in  the  sinking  fund,  together  with  the  coupons bondstobe 
appurtenant  to  said  bonds,  shall  be  cancelled  by  the  Trustee,  and  delivered  Trustee  and 
by  it  to  the  Company  upon  its  written  request  therefor,  and  no  First  company10 
Mortgage  Bonds  so  purchased  or  redeemed  and  cancelled  shall  be  reissued. 


ARTICLE  SIX. 

Conversion  of  Bonds  into  Common  Stock. 

Section  1.  The  Company  covenants  that  the  holder  of  any  of  theBondgcon_ 
First  Mortgage  Bonds  shall  have  the  right,  to  be  exercised  in  the  manner ^mmmstock 
and  subject  to  the  regulations  in  this  Article  Six  prescribed,  to  exchange  o£  Company' 
any  of  such  Bonds  and  to  convert  the  same  into  the  common  stock  of  the 
Company  as  the  stock  of  the  Company  shall  be  constituted  at  the  time  of 
such  conversion,  at  the  rate  of  ten  shares  of  such  common  stock  for  each  Rate  of 
$1,000  principal  amount  of  First  Mortgage  Bonds;  provided,  that  theconversion' 
holder  of  such  First  Mortgage  Bonds  shall  have  given  to  the  Company 
written  notice  of  his  election  to  convert  the  same  on  a date  specified  in  such  Notice  of 
notice,  which  date  shall  be  at  least  five  days  after  the  date  of  giving  such  convert.10 
notice,  and  provided  that  at  the  time  of  giving  such  notice  the  holder  of 
such  First  Mortgage  Bonds  shall  have  deposited  with  the  Company  at  itsDepositof 
office  or  agency  in  the  City  of  New  York  the  First  Mortgage  Bonds  to  be  Dondh‘ 
converted  as  stated  in  said  notice,  together  with  all  then  unmatured  cou- 
pons, if  any,  appertaining  to  such  First  Mortgage  Bonds,  and,  in  the  case 
of  registered  First  Mortgage  Bonds,  shall  have  transferred  the  same  to 
the  Company  or  to  bearer,  and  shall  have  deposited  said  bonds  so  trans- 
ferred to  bearer  with  the  Company  as  aforesaid.  Every  such  notice  of  Notice  to 
election  to  convert  shall  constitute  a contract  between  the  holder  of  such  contractwith 
First  Mortgage  Bonds  and  the  Company  whereby  such  bondholder  shall  Company- 
be  deemed  to  subscribe  for  the  amount  of  the  common  stock  of  the  Com- 
pany which  he  will  be  entitled  to  receive  upon  such  conversion,  and  in 
satisfaction  of  such  subscription  and  in  payment  of  the  common  stock  to 
be  received  upon  such  conversion  to  surrender  the  First  Mortgage  Bonds 
deposited  as  aforesaid  and  to  release  the  Company  from  all  liability 


Stock  to  be 
issued  in  con- 
version of 
bonds. 


Company  to 
pay  stock 
taxes,  if  arty. 


Suspension 
of  right  to 
convert. 


Article  Six. 

Sections  1,  2,  3. 

40 

thereon,  and  whereby  the  Company  shall  be  deemed  to  agree  that  the 
amount  originally  paid  to  it  as  one-half  of  the  consideration  for  the 
Existing  Debentures  in  exchange  for  which  such  First  Mortgage  Bonds 
shall  have  been  issued,  either  directly  or  in  exchange  for  Series  A Deben- 
tures, together  with  the  surrender  of  the  evidence  of  one-half  of  the 
debt  represented  by  such  Existing  Debentures,  and  the  extinguishment 
of  liability  thereon,  shall  constitute  full  payment  of  such  subscription  for 
the  common  stock  to  be  issued  upon  such  conversion. 

Section  2.  The  Company  shall  deliver  from  time  to  time  to  the 
respective  holders  or  registered  owners  of  First  Mortgage  Bonds,  in 
respect  of  which  any  notice  as  aforesaid  shad  have  been  given,  or  to  their 
respective  assigns,  and  in  exchange  therefor,  stock  certificates  representing 
the  number  of  shares  of  common  stock  of  the  Company  into  which  such 
First  Mortgage  Bonds  shall  be  convertible.  The  stock  certificates  so 
delivered  shall  be  in  the  names  of  the  respective  holders  or  registered 
owners  of  First  Mortgage  Bonds  so  surrendered  for  conversion,  or  in 
such  names  as  they  may  direct,  in  which  latter  case  the  persons  surrender- 
ing the  same  shall  be  required  to  pay  all  stock  transfer  taxes  that  may  be 
payable  in  respect  thereof.  The  Company  shall  pay  the  amount  of  any 
and  all  taxes  which  may  be  imposed  in  respect  of  any  issue  or  delivery 
of  common  stock  pursuant  to  the  provisions  of  this  Article  Six  and 
which  shall  be  payable  in  order  that  such  stock  may  be  issued  in  the 
name  or  names  of  the  respective  holders  or  registered  owners  of  the  First 
Mortgage  Bond  or  Bonds  so  surrendered  for  conversion. 

Section  3.  The  Company  shall  not  be  required  to  convert  any  First 
Mortgage  Bonds  issued  hereunder  into  its  common  stock  while  its  books 
for  the  transfer  of  said  stock  shall  be  closed  for  any  purpose,  and  the 
right  of  conversion  hereinbefore  and  in  the  First  Mortgage  Bonds  pro- 
vided for  shall  be  suspended  during  such  period;  provided,  however,  that 
the  right  of  conversion  shall  not  in  any  case  be  so  suspended  for  a longer 
period  than  thirty  days,  nor  during  the  last  thirty  days  of  the  conver- 
sion period.  In  the  case  of  First  Mortgage  Bonds  called  for  redemption 
pursuant  to  the  provisions  of  Article  Four  or  of  Article  Five  hereof 
said  right  of  conversion  shall  continue  up  to  the  thirtieth  day  next  preced- 
ing the  date  fixed  for  such  redemption,  and  said  right  of  conversion  shall 
not  be  suspended  by  a closing  of  the  books  for  the  transfer  of  said 
common  stock  during  the  thirty  days  next  preceding  said  thirtieth  day. 


Article  Six — Sections  4,  5. 

Article  Seven — Section  1. 

41 

Section  4.  The  Company  covenants  and  agrees  that  from  time  to  covenant  to 

. provide  stock 

time  and  in  due  course  it  will  take  and  complete  all  such  proceedings  as  for  conversion 

. requirements. 

may  be  necessary  or  proper  for  the  issue  and  delivery  of  its  common 
stock  in  such  amounts  as  may  be  necessary  to  provide  for  the  conver- 
sion of  the  First  Mortgage  Bonds  into  said  common  stock  in  accordance 
with  the  terms  and  provisions  of  this  Indenture  and  of  the  First  Mortgage 
Bonds. 

Section  5.  Upon  the  conversion  of  any  First  Mortgage  Bonds  into  Bonds  surren- 

1 J . dered  for 

common  stock  as  hereinbefore  provided,  the  Company  forthwith  shall  conversion  to 

bo  cancelled 

cancel  the  surrendered  First  Mortgage  Bonds  and  all  unmatured  coupons, 
if  any  thereto  appertaining,  and  shall  exhibit  the  same  so  cancelled  to  the 
Trustee;  thereupon  said  First  Mortgage  Bonds  shall  be  deemed  to  be, 
and  shall  be,  satisfied  and  discharged,  and  no  First  Mortgage  Bonds  in 
place  thereof  shall  be  issued  by  the  Company  or  be  authenticated  or 
delivered  by  the  Trustee. 


ARTICLE  SEVEN. 


Particular  Covenants  of  the  Company. 

The  Company  covenants  with  the  Trustee  as  hereinafter  in  this  Article 
set  forth: 

Section  1.  The  Company  will  duly  and  punctually  pay  the  principal 
of  each  and  every  of  the  First  Mortgage  Bonds,  and  the  interest  accruing 
thereon,  at  the  dates  and  places  and  in  the  manner  mentioned  in  the  First 
Mortgage  Bonds  and  in  the  coupons  thereto  appertaining  according  to  the 
true  intent  and  meaning  thereof,  without  deduction,  so  far  as  may 
be  lawful,  from  either  principal  or  interest  for  any  tax  or  taxes 
(other  than  Federal  income  taxes  in  excess  of  two  per  cent,  per 
annum  and  other  than  New  York  State  income  taxes)  which  the 
Company  or  the  Trustee  may  be  required  to  pay  thereon  or  to 
retain  therefrom  under  any  present  or  future  law  of  the  United  States 
of  America  or  of  any  state,  county  or  municipality  or  other  taxing  author- 
ity therein.  The  interest  on  the  First  Mortgage  Bonds  in  coupon  form 
shall  be  payable  only  upon  the  presentation  and  surrender  of  the  several 
coupons  for  such  interest  as  they  respectively  mature,  and  when  paid 
such  coupons  shall  forthwith  be  cancelled.  The  interest  on  the  First 
Mortgage  Bonds  in  registered  form  without  coupons  shall  be  payable 
only  to  the  registered  holders  thereof. 


Covenant  to 
pay  principal 
and  interest, 


— without 
deduction  for 
taxes  (exqept 
Federal  and 
New  York 
State  income 
taxes) . 


Interest 
payments  on 
coupon  and 
registered 
bonds. 


Article  Seven. 
Sections  2,  3. 


42 


Covenant  to 
refund  certain 
Pennsylvania 
taxes. 


Covenant  to 
refund  certain 
Maryland 
taxes 


Covenant  to 
refund  cer- 
tain Massa- 
chusetts 
taxes. 


Section  2.  The  Company  covenants  that  it  will  reimburse  the  holder 
or  registered  owner  of  any  of  the  First  Mortgage  Bonds  for  any  amount 
not  exceeding  four  mills  per  dollar  per  annum  which  such  holder  or 
registered  owner  shall  have  paid  for  taxes  (other  than  succession  or 
inheritance  taxes)  assessed  or  imposed  by  the  Commonwealth  of  Penn- 
sylvania (but  not  by  any  county,  city  or  other  political  subdivisions  of 
said  Commonwealth  of  Pennsylvania)  and  for  any  amount  not  exceeding 
four  and  one-half  mills  per  dollar  per  annum,  which  such  holder  or  regis- 
tered owner  shall  have  paid  for  taxes  (other  than  succession  or  inheritance 
taxes)  assessed  or  imposed  by  the  State  of  Maryland,  upon  said  First 
Mortgage  Bonds  or  upon  the  holder  or  registered  owner  thereof  by  reason 
of  the  ownership  of  such  bonds.  Such  reimbursement  shall  be  made 
only  upon  written  request  to  the  Company  at  its  office  or  agency  in  the 
Borough  of  Manhattan,  City  of  New  York,  within  sixty  days  from  the 
date  of  the  payment  of  such  taxes.  Such  request  shall  be  accompanied 
by  an  affidavit  of  such  holder  or  registered  owner  setting  forth  the 
number  of  each  of  the  First  Mortgage  Bonds  upon  which  said  tax 
has  been  so  paid,  the  county  or  city  in  which  said  tax  was  assessed, 
and  the  amount  at  which  said  First  Mortgage  Bond  or  Bonds  were 
valued  in  the  record  or  return  thereof  for  the  purposes  of  such  taxa- 
tion, and  also  setting  forth  the  amount  of  the  tax  paid  on  said  First 

Mortgage  Bond  or  Bonds  and  the  date  on  which  the  same  was  paid 
and  that  such  tax  was  paid  by  the  person  making  such  affidavit  as 
the  holder  or  registered  owner  thereof,  and  in  the  case  of  a Pennsyl- 
vania tax  as  a resident  of  the  Commonwealth  of  Pennsylvania  and  in 
the  case  of  a Maryland  tax  as  a resident  of  the  State  of  Maryland. 

The  Company  hereby  covenants  and  agrees  with  every  holder  or  regis- 

tered owner  of  such  bond  or  bonds  making  such  request  and  with 
the  Trustee  severally  that  within  fifteen  days  after  the  receipt  of 
such  affidavit  at  its  office  or  agency  as  aforesaid  the  Company  will  pay 
to  such  holder  a sum  sufficient  to  reimburse  him  for  the  tax  so  paid.  The 
Company  shall  not  be  liable  to  reimburse  any  such  holder  or  registered 
owner  for  any  such  taxes  unless  such  request  shall  be  made  within  the 
period  named  and  the  Company  shall  in  no  event  be  liable  to  reimburse  any 
holder  or  registered  owner  for  any  interest  or  penalty  assessed  upon  or 
paid  by  him  in  addition  to  the  amount  of  said  taxes  as  originally  validly 
levied  or  assessed. 

Section  3.  The  Company  covenants  that  it  will  reimburse  the  holder 
or  registered  owner  of  any  of  the  First  Mortgage  Bonds  for  any  amount 


43 


Article  Seven. 
Sections  3,  4,  5. 


not  exceeding  six  per  cent,  per  annum  which  such  holder  or  registered 
owner  shall  have  paid  for  income  taxes  assessed  or  imposed  by  the  Com- 
monwealth of  Massachusetts  upon  such  holder  or  registered  owner  as  a 
resident  of  said  Commonwealth  on  account  of  interest  received  on  such 
First  Mortgage  Bonds.  Such  reimbursement  shall  be  made  only  upon 
written  request  to  the  Company  at  its  office  or  agency  in  the  Borough 
of  Manhattan,  City  of  New  York,  within  sixty  days  from  the  date  of  the 
payment  of  such  taxes.  Such  request  shall  be  accompanied  by  an  affidavit 
made  by  such  holder  or  registered  owner  which  shall  set  forth  the 
numbers  and  principal  amounts  of  said  First  Mortgage  Bonds,  the  fact 
of  ownership,  when  such  taxes  were  imposed  and  that  such  taxes  were 
assessed  upon  and  paid  by  the  holder  or  registered  owner  as  a resident 
of  the  Commonwealth  of  Massachusetts  owning  said  Bonds.  The  Com- 
pany shall  not  be  liable  to  reimburse  any  such  holder  or  registered  owner 
for  any  such  taxes  unless  such  request  shall  be  made  within  the  period 
named  and  it  shall  in  no  event  be  liable  to  reimburse  any  holder  or  regis- 
tered owner  for  any  interest  or  penalty  assessed  upon  or  paid  by  him  in 
addition  to  the  amount  of  said  taxes  as  originally  assessed. 

Section  4.  In  order  to  prevent  any  accumulation  of  coupons  and  covenant  not 
claims  for  interest  after  maturity,  the  Company  will  not,  directly  or  pay menf of, 
indirectly,  extend  or  assent  to  the  extension  of  the  time  for  the  payment  coupons!*186’ 
of  any  coupon  or  claim  for  interest  on  any  of  the  First  Mortgage  Bonds ; 
and  the  Company  will  not,  directly  or  indirectly,  be  a party  to  or  approve 
of  any  such  arrangement  by  purchasing  or  funding  said  coupons  or  claims 
for  interest  or  in  any  other  manner. 

Section  5.  The  Company  will  at  all  times  keep  an  office  or  agency  covenant  to 
in  the  Borough  of  Manhattan,  City  of  New  York,  where  notices  and  ^J^or11 
demands  in  respect  of  the  First  Mortgage  Bonds  and  coupons  may  be  Borough^ 
served,  and  will  by  written  notice  to  the  Trustee  designate  a bank  or  Newark1’ 
trust  company  in  said  borough  for  such  purposes.  In  default  of  keeping Clty' 
any  such  office  or  agency  or  such  designation  thereof,  presentation  and 
demand  may  be  made  and  notice  served  at  the  office,  in  said  Borough  of 
Manhattan,  of  the  Trustee. 

The  Company  will  also  keep  an  office  or  agency  in  such  borough  where 
notices  of  election  to  convert  First  Mortgage  Bonds  into  common  stock 
of  the  Company  pursuant  to  the  provisions  of  Article  Six  of  this  Indenture 
and  notices  regarding  the  conversion  of  Existing  Debentures  and  Series 


Article  Seven. 

Sections  5,  6,  7,  8. 

44 

B Debentures  into  Prior  Preference  Stock  pursuant  to  the  provisions  of 
Article  Three  of  this  Indenture  may  be  served,  of  which  office  the  Com- 
pany will  give  written  notice  to  the  Trustee,  and  until  it  shall  have  given 
notice  to  the  Trustee  as  aforesaid  said  notice  may  be  served  at  the  office 
in  said  Borough  of  the  Trustee. 


Covenant  to 
maintain 
franchises 
and  property. 


Section  6.  The  Company  will  (except  as  otherwise  permitted  by  this 
Indenture)  diligently  preserve  all  the  rights  and  franchises  to  it  granted 
and  upon  it  conferred,  in  so  far  as  they  shall  continue  to  be  advantageous 
to  the  Company,  and  shall  and  will  at  all  times  maintain,  preserve  and 


keep  its  plants,  including  fixtures  and  appurtenances  and  every  part 
thereof  in  good  repair,  working  order  and  condition,  and  will,  from  time 
to  time,  make  all  needful  and  proper  repairs,  renewals  and  replacements, 
covenant  to  The  Company  will  promptly  pay  and  discharge  all  taxes,  assessments  and 
and  discharge  governmental  charges  lawfully  levied  and  imposed  upon  it,  as  well  as 
claims.  aj|  iawfu]  claims  for  labor,  materials  and  supplies,  which,  if  unpaid,  might 
by  law  become  a lien  or  charge  upon  its  property ; provided,  however,  that 
the  Company  shall  have  the  right  in  good  faith  to  contest  any  such  tax, 
assessment,  charge  or  claim,  and  pending  such  contest,  to  delay  or  refuse 


payment  thereof. 


covenant  to  Section  7.  The  Company  shall  and  will  at  all  times  keep  insured 
its  plants,  buildings,  tools,  machinery,  and  all  other  property  provided  for 
use  in  connection  with  the  trust  estate  usually  insured  by  companies 
carrying  on  business  similar  to  that  of  the  Company,  and  in  the  same 
manner  and  to  the  same  extent. 


Covenant  to 
use  all  lawful 
powers  so 
that  sub- 
sidiary and 
controlled 
companies 
shall : 

— (a)  pre- 
serve corpo- 
rate organ- 
ization ; 

— (b)  pay 
taxes  and 
discharge 
claims ; 


— (c)  keep 
property  in 
repair ; 


Section  8.  The  Company  will  exercise  all  lawful  powers  which  as 
stockholder  or  otherwise  it  may  possess,  to  the  end  that  each  subsidiary 
or  controlled  company  of  the  Company  shall  (a)  preserve  its  corporate 
organization  (except  as  otherwise  permitted  by  this  Indenture)  and  do 
no  act  by  which  it  might  incur  a forfeiture  of  its  corporate  existence; 
( b ) promptly  pay  and  discharge  all  taxes,  assessments  and  governmental 
charges  lawfully  levied  and  imposed  upon  it,  as  well  as  all  lawful  claims 
for  labor,  materials  and  supplies,  which,  if  unpaid,  might  by  law  become  a 
lien  or  charge  upon  its  property ; provided,  however,  that  it  shall  have  the 
right,  in  good  faith  to  contest  any  such  tax,  assessment,  charge  or  claim 
and,  pending  such  contest,  to  delay  or  refuse  payment  thereof;  (c)  keep  its 
property  and  plants,  if  any,  in  good  repair,  working  order  and  condition ; 


45 


Article  Seven. 
Sections  8,  9,  10. 


and  ( d ) not  increase  the  amount  of  its  capital  stock  issued  and  outstanding,  —(d)  not  in- 
unless  forthwith  upon  the  issue  thereof  there  shall  be  made  effective  stockeuniessal 
provision  that  such  additional  stock  so  issued  (or  such  part  of  such  addi-  oHncrease^ 
tional  stock  as  shall  equal  the  ratio  of  the  amount  of  the  capital  stock  of  by  company 
said  company  owned  by  the  Company  immediately  preceding  the  issue  undePrinden- 
of  such  additional  stock  to  all  of  the  capital  stock  of  such  company  out-ture' 
standing  at  that  time),  shall  forthwith,  upon  the  issue  thereof,  be  acquired 
by  the  Company,  and  subjected  to  the  lien  of  this  Indenture  in  the  same 
manner  and  to  the  same  extent  as  the  previously  existing  stock  of  said 
company. 

The  term  “subsidiary”  or  “subsidiary  company,”  as  used  above  and  Terms  -sub- 
elsewhere  in  this  Indenture,  shall  mean  any  company  ninety-five  per  cent.  “1sdubsidiaaryd 
or  more  of  the  outstanding  capital  stock  of  which  is  at  the  time  owned  defined!7 
by  the  Company,  either  directly  or  through  one  or  more  other  companies. 

The  term  “controlled  company,”  as  used  above  and  elsewhere  in  this  Term 
Indenture,  shall  mean  any  company,  other  than  a subsidiary  company,  comnpany”d 
51%  or  more  of  the  outstanding  capital  stock  of  which,  having  voting defined' 
power,  is  at  the  time  owned  by  the  Company,  either  directly  or  through 
one  or  more  other  companies. 

Section  9.  At  any  and  all  times  the  Company  will  do,  execute,  covenant  of 
acknowledge  and  deliver,  or  will  cause  to  be  done,  executed,  acknowledged  assurance, 
and  delivered,  all  and  every  such  further  acts,  deeds,  conveyances,  mort- 
gages and  transfers  and  assurances  in  the  law,  as  the  Trustee  shall  reason- 
ably require,  for  the  better  assuring,  conveying,  mortgaging,  assigning 
and  confirming  to  the  Trustee,  all  and  singular  the  premises,  estates, 
property  and  hereditaments  hereby  conveyed  or  assigned,  or  intended  so 
to  be,  or  which  the  Company  hereafter  may  be  bound  to  convey  or  assign 
to  the  Trustee. 

Section  10.  Any  and  all  claims  and  indebtedness,  other  than  current  covenant  to 
accounts  and  bills  receivable,  which  the  Company  now  has  or  hereafter  etT,TgEdn1st1S, 
may  acquire  against  any  subsidiary  or  controlled  company,  shall,  on  controUed  °r 
the  acquisition  thereof  by  the  Company  (subject  to  the  provisions  in t°o Trustee3 
respect  thereof  in  this  Indenture  contained),  be  and  become  subject  to 
this  Indenture,  and  upon  the  happening  of  any  of  the  events  prescribed 
in  clauses  A,  B and  C of  Section  2 of  Article  Eight  of  this  Indenture,  the 
Company,  on  the  written  request  of  the  Trustee,  will  execute  to  said 
Trustee  appropriate  assignments  thereof. 


Covenant  of 
seisin  and 
authority  to 
mortgage. 


Advances  to 
the  Company 
by  the 
Trustee. 


Registration 
and  transfer 
of  securities 
received  by 
Trustee  as 
security. 


Trustee  may 
act  to  protect 
corporate 
existence  of 
subsidiary  or 
controlled 
companies. 


Articles  Seven — Sections  11,  12. 

Article  Eight — Section  1. 

46 

Section  11.  The  Company  covenants  that  it  is  lawfully  seized  and 
possessed  of  all  the  trust  estate,  and  that  it  has  good  right  and  lawful 
authority  to  mortgage  and  pledge  the  same  as  provided  in  this  Indenture. 

Section  12.  If  the  Company  fails  to  perform  any  of  the  covenants 
contained  in  Sections  6,  7 and  8 of  this  Article  Seven,  the  Trustee 
may  make  advances  to  perform  the  same  in  its  behalf  but  shall  be 
under  no  obligation  so  to  do,  and  all  sums  so  advanced  shall  be  at  once 
repayable  by  the  Company  and  shall  bear  interest  at  the  rate  of  six  per 
cent,  per  annum  until  repaid,  and  shall  be  secured  by  this  Indenture 
and  have  the  benefit  of  the  lien  hereby  created  in  priority  to  the  obligations 
secured  by  this  Indenture  and  to  the  interest  thereon;  but  no  such 
advance  shall  release  the  Company  from  any  default  hereunder. 

ARTICLE  EIGHT. 

Control  of  Stocks  and  Bonds. 

Section  1.  The  Trustee  is  authorized,  in  its  discretion,  to  cause 
to  be  registered  in  its  name,  as  trustee,  any  and  all  coupon  bonds  which 
it  shall  receive  as  security  under  any  of  the  provisions  of  this  Indenture, 
or  it  may  cause  the  same  to  be  exchanged  for  registered  bonds,  without 
coupons,  of  any  denomination.  The  Trustee  shall  cause  to  be  transferred 
into  its  name,  as  trustee  hereunder,  or,  with  the  consent  of  the  Company, 
into  the  name  of  the  nominee  or  nominees  of  the  Trustee,  all  registered 
bonds  which  shall  be  delivered  to  the  Trustee  or  which  it  shall  receive  as 
security  on  the  trusts  hereof.  At  any  time  the  Trustee  may  transfer 
into  the  name  of  the  Trustee,  as  such,  or,  with  the  consent  of  the 
Company,  into  the  name  of  the  nominee  or  nominees  of  the  Trustee, 
all  or  any  shares  of  stock,  the  certificates  for  which  shall  have  been 
delivered  to  the  Trustee;  or,  in  the  discretion  of  the  Trustee,  it  may 
hold  such  certificates  in  the  name  of  the  registered  holder  thereof  at  the 
time  of  such  delivery,  or  in  the  name  of  a nominee  of  the  Trustee,  pro- 
vided that  the  same  be  endorsed  in  blank  for  transfer  or  be  accompanied 
by  proper  instruments  of  assignment  in  blank  duly  executed  by  such 
registered  holder. 

The  Trustee  may  do  whatever  may  be  necessary  for  the  purpose  of 
maintaining,  preserving,  renewing  or  extending  the  corporate  existence 
of  any  subsidiary  or  controlled  company,  and  for  such  purposes,  from 
time  to  time,  may  sell,  assign,  transfer  and  deliver  so  many  shares  of 
the  stock  of  the  several  companies  as  may  be  necessary  to  qualify  per- 


47 


Article  Eight. 
Sections  1,  2. 


sons  to  act  as  directors  of,  or  in  any  other  official  relation  to,  such  Trustee  to 
companies.  Whenever  the  Company,  not  being  in  default  under  this  of  company st 
Indenture,  shall  in  writing  so  request,  stating  in  such  request  that  the  protection?110 
Company  has  no  shares  for  that  purpose  under  its  control  other  than 
shares  held  under  this  Indenture,  the  Trustee,  at  the  cost  and  expense  of 
the  Company,  shall  assign  and  transfer,  or  cause  to  be  assigned  and  trans- 
ferred, to  persons  designated  by  the  Company,  a sufficient  number  of  the 
shares  which  then  shall  be  held  hereunder  to  qualify  such  persons  to 
act  as  directors  of,  or  in  any  official  relation  to,  the  several  companies 
which  issued  such  shares ; provided,  however,  that  under  this  provision 
no  transfer  shall  be  made  of  the  stock  of  any  subsidiary  or  controlled 
company  of  the  Company  which  shall  reduce  the  amount  of  stock  in 
any  such  company  held  under  this  Indenture  so  as  to  render  it  less— but  only  as 
than  a majority  of  such  stock,  and  that  in  every  case  the  Trustee  shall d?e^tbyexpe 

• • • Trustee 

make  such  arrangements  as  it  shall  deem  expedient  for  the  protection  of 
the  trusts  hereunder  in  respect  of  the  shares  so  assigned. 


Section  2.  Unless  and  until 


UUUl  . 

A.  the  Trustee  shall,  under  the  powers  herein  granted,  have— A-  Entry  by 

. r b > Trustee,  or 

entered  into  possession  of  the  mortgaged  premises  or  some  part 
thereof ; or 


B.  there  shall  be  a default  in  the  payment  of  some  instalment  of— b.  default 
interest  on  some  Existing  Debenture,  or  Series  A Debenture,  or  interest  on 
First  Mortgage  Bond,  at  the  time  outstanding;  or  secured  by 

indenture,  or 


C.  some  one  of  the  events  of  default  specified  in  subdivisions  — c.  an  event 

of  default 

(e),  (/)>  (<?),  (70  an<f  (0  °f  Section  1 of  Article  Nine  of  this  specified  in 
Indenture  shall  happen  : shall  happen, 


(a)  the  Trustee  shall  not  (except  with  the  assent  of  the  Com — (a)  Trustee 
pany  or  as  otherwise  authorized  by  this  Indenture),  whether  at,  to  interest  on 

• • pledged 

or  before,  or  after  the  maturity  thereof,  collect  or  be  entitled  to  securities, 
enforce  the  collection  of  the  interest  on  any  bonds  or  obliga- 
tions or  on  any  other  claims  or  indebtedness  pledged  under 
this  Indenture,  and  shall  not  enforce  any  provisions  of  the  mort- 
gages, trust  deeds  or  other  instruments  under  which  such  bonds 
or  other  obligations  were  issued,  or  by  which  the  same  are  secured ; 


( b ) the  Company  shall  be  entitled  to  receive  all  interest  paid 
in  respect  of  any  such  bonds  dr  obligations  and  in  respect  of  other 


— -(6)  but 
Company  to 
receive  such 
interest  and 
dividends  on 
pledged  stock. 


— (o)  Trustee 
to  permit 
Company  to 
collect  such 
interest  and 
dividends,  and 


— (d)  Com- 
pany may 
collect  and 
discharge 
claims  in  its 
favor  against 
subsidiary  or 
controlled 
companies. 


Provided  : 


— (1)  Com- 
pany entitled 
only  to  inter- 
est and  divi- 
dends paid 
from  income 
or  proceeds 
of  current 
operations. 


Article  Eight. 

Section  2. 

48 

claims  in  its  favor  or  indebtedness  to  it,  and  the  dividends  out  of 
current  earnings  and  income  paid  in  money  on  all  shares  of  stock 
which  shall  be  subject  to  this  Indenture,  although  the  same  may 
have  been  transferred  into  the  name  of  the  Trustee  or  of 
its  nominee ; 

(c)  from  time  to  time  (subject  to  the  covenants  in  respect 
thereof  in  this  Section  2 contained),  upon  written  request  of  the 
Company,  the  Trustee  shall  deliver  to  the  Company  any 
coupons  for  such  interest  then  in  its  possession,  in  order  that  the 
Company  may  receive  payment  thereof  for  its  own  use  or  may 
cause  the  same  to  be  cancelled ; and  on  like  request  the 
Trustee  shall  deliver  to  the  Company  suitable  orders  in  favor  of 
the  Company,  or  its  nominee,  for  the  payment  of  such  interest  and 
of  such  dividends,  and  the  Company  may  collect  such  coupons, 
interest  and  dividends  (but  not  by  any  proceeding  which  the 
Trustee  shall  deem  to  be  prejudicial  to  the  trusts  hereunder),  and 
the  Trustee  shall  upon  demand  pay  over  to  the  Company  any  such 
interest  and  dividends  which  may  be  collected  or  be  received  by 
it;  and 

( d ) the  Company,  for  its  own  use,  shall  be  entitled  to  demand 
and  receive  and  collect  (but  not  by  any  proceeding  which  the 
Trustee  shall  deem  prejudicial  to  the  trusts  hereunder),  and 
may  release  and  discharge,  the  principal  and  interest  of  any 
claims  in  its  favor  or  indebtedness  to  it  subjected  to  the  lien  of  this 
Indenture  under  Section  10  of  Article  Seven,  and  upon  request  of 
the  Company  the  Trustee  shall  execute  any  re-assignments  or 
releases  which  may  be  required  for  that  purpose; 

Provided,  hozvever,  and  it  is  hereby  declared  and  agreed  that,  except 
as  in  this  Indenture  otherwise  expressly  provided, 

( 1 ) The  Company  shall  not  be  entitled  to  receive,  and  the 
Trustee  shall  not  pay  over,  any  interest  on  any  of  the  bonds, 
obligations,  claims  or  indebtedness  subject  to  this  Indenture,  or 
the  dividends  on  any  shares  of  stock  subject  to  this  Indenture, 
which  shall  have  been  collected  or  paid  out  of  the  proceeds  of  any 
sale  or  condemnation  or  expropriation  of  the  property  covered  by  a 
mortgage  securing  such  bonds,  obligations,  claims  or  indebtedness, 
or  out  of  the  proceeds  of  the  sale  of  any  other  property  of  the 


49 


Article  Eight. 
Sections  2,  3. 


company  liable  upon  such  bonds,  obligations,  claims  or  indebtedness 
or  the  stock  of  which  shall  be  subject  to  this  Indenture,  in  case  of  a 
dissolution  or  liquidation  of  such  company;  it  being  the  intention 
that  the  Company  shall  be  entitled  to  receive  only  payments  made 
out  of  the  rents,  revenues,  income  or  proceeds  of  current  operation 
of  such  properties; 

(2)  the  Company  shall  not  sell,  assign,  transfer,  hypothecate— (2)  Com- 

i i i -i  • • i , Pany  not t0 

or  pledge  any  such  coupon  or  right  to  interest  or  dividends,  sell  or  pledge 

interest  or 

delivered  or  assigned  to  it,  or  any  other  such  claim  or  indebtedness ; dividends. 


(3)  the  Company  shall  not  collect  any  such  coupons  or  interest, —(3)  com- 
or  any  such  other  claims  or  indebtedness,  or  any  such  dividends,  coilecUnter- 

est  or  divi” 

by  legal  proceedings  or  by  enforcement  of  any  security  therefor,  dend  by  legal 
except  with  the  written  assent  of  the  Trustee,  nor  in  any  manner  without 
which  the  Trustee  shall  deem  prejudicial  to  the  trusts  hereunder ; Trustee, 
and 


(4)  until  actually  paid,  released  or  discharged,  every  such — (4)  until 

' ' J 1 ° paid  or  dis- 

coupon  or  right  to  interest  or  dividends,  and  all  such  other  claims  charged 

r ...  right  to  in- 

and  indebtedness,  shall  remain  subject  to  this  Indenture.  terestand 

dividends  to 
remain  sub- 

The  Trustee  shall  be  entitled  to  assume  that  any  interest  received  inden" 
by  it  on  any  bond  or  other  obligation,  claim  or  indebtedness,  or  any 
dividend  received  in  money  on  any  shares  of  stock,  is  paid  out  of  rents,  assume  may 
revenues,  income  or  proceeds  of  current  operation,  until  the  Trustee  ™e°\vel are' 
shall  be  notified  in  writing  to  the  contrary;  and,  in  the  absence  of  such  operations.111 
written  notification,  it  shall  be  presumed,  as  between  the  Trustee  and 
the  holders  of  the  obligations  secured  by  this  Indenture,  that  the  Trustee, 
in  making  any  payment  thereof  to  the  Company,  acted  in  good  faith,  and 
in  so  acting  it  shall  be  fully  protected. 

If  any  such  coupons,  or  if  any  evidence  of  any  such  claim  or  indebted- company  to 
ness,  delivered  to  the  Company  shall  not,  as  aforesaid,  forthwith  be  paid  Trustee* evi- 
or  cancelled,  the  Company  shall  return  the  same  to  the  Trustee;  and  in  unpaid  claims 
case  of  the  payment  of  any  such  coupon,  claim  or  indebtedness,  shall,  discharged 
upon  demand  of  the  Trustee,  furnish  satisfactory  evidence  of  the  can- 
cellation and  extinguishment  thereof. 


Section  3.  Any  sum  which  shall  be  paid  on  account  of  the  principal  Application 
of  any  bonds  or  other  obligations  or  indebtedness  subject  to  the  lien  of  sumspaid 
or  charge  of  this  Indenture,  and  not  out  of  the  income  of  the  company  °t  parin°cipai 
liable  thereon,  or  which  shall  be  paid  out  of  the  proceeds  of  the  sale  subjecftolons 

indenture  not 
paid  from 
income,  or 
paid  out  of 
proceeds  of 
sale  of  prop- 
erty securing 
obligations. 


Article  Eight. 
Sections  3,  4,  5. 


50 


of  property  covered  by  a mortgage  or  deed  of  trust  securing  such  bonds 
or  obligations,  whether  such  sum  shall  be  paid  on  account  of  the 
principal  of,  or  the  interest  on,  any  of  the  bonds  or  obligations  subject 
to  this  Indenture,  or,  in  case  of  the  dissolution  or  liquidation  of  any  com- 
pany, upon  shares  of  stock  of  such  company  subject  to  this  Indenture, 
unless  applied  on  account  of  the  purchase  price  of  property  purchased 
pursuant  to  Section  5 of  this  Article  Eight,  shall  be  received  by  and  be 
payable  to  the  Trustee,  and,  the  Company  not  being  in  default  under  this 
Indenture,  may  be  applied  by  the  Trustee  from  time  to  time  at  the  written 
request  of  the  Company  for  any  of  the  purposes  for  which  the  proceeds  of 
released  property  may  be  applied  as  provided  in  Section  6 of  Article 
Twelve  of  this  Indenture. 


Until  entry 
by  Trustee 
on  default, 
Company 
entitled  to 
vote  pledged 
stock. 


— Trustee  to 
deliver 
proxies  to 
Company. 


- — Trustee  to 
have  all  rights 
of  owner  in 
respect  of 
secu  rities 
held  by  it  as 
Trustee  under 
indenture. 


In  case  of 
default : 

— (a)  in  pay- 
ment of  prin- 
cipal or  inter- 
est of  obliga- 
tions held 
under  inden- 
ture or  cove- 
nants in  mort- 
gage, etc., 
securing 
same ; or 


Section  4.  Unless  and  until  some  one  or  more  of  the  events  speci- 
fied in  Section  2 of  this  Article  Eight  shall  have  happened,  the  Company 
shall  have  the  right  to  vote,  for  all  purposes  not  contrary  to  its  covenants 
herein  contained  or  otherwise  inconsistent  with  the  provisions  or  purposes 
of  this  Indenture,  and  with  the  same  force  and  effect  as  though  such 
shares  were  not  subject  to  this  Indenture,  upon  all  shares  of  stock  sub- 
ject to  this  Indenture,  other  than  shares  of  the  capital  stock  of  any 
company  which  shall  have  made  default  in  the  payment  of  the  principal 
or  interest  of  any  bond  or  obligation  secured  by  mortgage  or  other  instru- 
ment on  its  property,  or  some  part  thereof,  and  not  held  by  the  Company, 
or  of  any  company  of  which,  or  the  property  of  which,  a receiver  shall 
have  been  appointed ; and,  from  time  to  time,  upon  demand  of  the 
Company,  the  Trustee  forthwith  shall  make  and  deliver,  or  shall  cause 
to  be  made  and  delivered,  to  the  Company  or  to  its  nominees,  suitable 
powers  of  attorney  or  proxies  to  vote  upon  any  shares  of  stock,  other 
than  as  aforesaid,  which  shall  have  been  transferred  to  the  Trustee  or  its 
nominees. 

Subject  only  as  in  this  Indenture  specifically  restricted  and  to  the 
actual  exercise  by  the  Company  of  rights  in  respect  thereof  conferred 
by  this  Indenture,  the  Trustee  shall  have,  and  may  exerc;se,  all  the 
rights  of  owner  in  respect  of  any  bonds,  obligations  or  stock  or  certifi- 
cates of  interest  therein  held  by  it  as  Trustee  under  this  Indenture  or 
in  any  manner  whatsoever  on  the  trusts  hereof. 

Section  5.  In  case  default  shall  be  made 

(a)  in  the  payment  of  the  principal  of,  or  interest  on.  any  of 
the  bonds  or  obligations  or  in  the  due  observance  or  performance 


51 


Article  Eight. 
Section  5. 


of  any  covenant  contained  in  any  of  the  bonds  or  obligations  which 
shall  have  been  delivered  to  and  shall  at  the  time  be  held  by  the 
Trustee  under  this  Indenture,  or  in  the  due  observance  and  per- 
formance of  the  covenants  contained  in  any  mortgage  or  deed 
of  trust  or  trust  agreement,  if  any,  securing  the  same;  or 


(&)  in  the  payment  of  the  principal  of,  or  interest  on,  or  in  the 
due  observance  or  performance  of  any  covenant  contained  in,  any 
bonds  or  obligations  then  secured  by  the  same  mortgage  or  deed 
of  trust  or  trust  agreement  as  may  secure  or  purport  to  secure 
bonds  or  obligations  then  held  by  the  Trustee,  or  in  the  due  observ- 
ance and  performance  of  the  covenants  contained  in  any  such 
mortgage  or  deed  of  trust  or  trust  agreement ; 


— (6)  in  pay- 
ment of  prin- 
cipal or  in- 
terest of 
obligations 
secured  by 
mortgage, 
etc.,  securing 
obligations 
held  under 
indenture  or 
covenants  in 
said  mort- 
gage ; 


then,  and  in  any  such  case,  the  Trustee,  without  prejudice  to — Trustee 
its  right  as  said  Trustee  to  claim  a default  under  this  Indenture  or  rightsnbyrc 
to  assert  any  right  consequent  upon  such  default,  shall,  on  the  written  ceeding. 
request  of  the  Company,  not  being  otherwise  in  default  under  this  Inden- 
ture, and  may  without  such  request  if  the  Company  is  so  in  default, 
exercise  any  rights  under,  or  cause  proper  proceedings  to  be  instituted 
and  prosecuted  in  some  court  of  competent  jurisdiction  to  foreclose  the 
mortgage  or  trust  agreement  or  trust,  or  charge,  by  which  such  bonds  or 
other  obligations  in  default  are  secured,  or  otherwise  enforce  such  rights. 

In  Case  — In  case  : 


( c )  at  any  time  any  company,  shares  of  the  capital  stock  of  “ny'whoTj 
which  shall  be  subject  to  this  Indenture,  shall  be  dissolved  or  ?toclf  s\lb- 

J 7 ject  to  inden- 

liquidated  ; or  tufe  >?  dis- 

* solved  ; or 


( d )  all  or  any  of  the  property  of  any  such  company  shall  be — (<f)  prop- 

,,  • ■ , , , J erty  of  such 

sold  at  any  indicial  or  other  sale;  or  company  is 

sold  ; or 


( e )  any  property,  covered  by  a mortgage  securing  any  bonds —(e)  prop- 

erty  covered 

subject  to  this  Indenture,  or  subject  to  any  charge  or  trust  for  the  by  mortgage 

payment  of  other  obligations  subject  to  this  Indenture,  shall  be bondssubject 

sold  upon  foreclosure  of  such  mortgage,  or  by  enforcement  of  such  is  sold  upon 
, foreclosure. 

charge  or  trust, 


then,  in  any  such  event,  if  the  property  of  such  dissolved  or  liquidated 
company,  or  the  property  sold,  can  be  acquired  by  crediting  on  the  bonds, 
obligations,  claims,  indebtedness  or  stock  held  by  the  Trustee  hereunder, 


Article  Eight. 
Section  5. 


52 


— Trustee 
shall  upon 
written  re- 
quest of 
Company  or 
of  holders  of 
majority  of 
obligations 
secured  by 
indenture, 
purchase  such 
property. 


Trustee, 
with  consent 
of  Company, 
may  vote  or 
take  other 
action  with 
respect  to 
pledged 
securities  ; or 

— join,  in  plan 
of  reorgan- 
ization or 
readjustment 
with  respect 
to  such 
securities. 


Company  to 
provide 
Trustee  with 
funds. 


any  sum  accruing  or  to  be  received  thereon  out  of  the  proceeds  of 
such  property,  and  by  paying  not  more  than  ten  per  cent,  of  the  price 
of  such  property  in  cash  (or  more  than  ten  per  cent.,  if  the  holders  of 
a majority  in  amount  of  the  obligations  secured  by  this  Indenture,  at  the 
time  outstanding,  shall  so  request),  the  Trustee,  in  its  discretion,  may, 
and,  if  requested  in  writing  by  the  Company,  or  by  the  holders  of  a 
majority  in  amount  of  the  obligations  secured  by  this  Indenture,  at  the 
time  outstanding,  and  provided  with  the  amount  of  cash  necessary  therefor 
(whether  such  amount  be  more  or  less  than  ten  per  cent,  of  the  price  of 
such  property),  in  every  case,  shall,  purchase  or  cause  to  be  purchased 
such  property  on  behalf  of  the  Trustee,  either  in  its  name  as  Trus- 
tee or  by  purchasing  trustees,  as  the  Trustee  may  determine,  and 
shall  use  such  bonds,  obligations,  claims,  indebtedness  and  stock, 
so  far  as  may  be,  to  make  payment  for  such  property;  and  in  case 
of  any  such  purchase  the  Trustee  shall  take  such  steps  as  it  may 
deem  proper  to  cause  such  property  to  be  vested,  if  not  in  the  Com- 
pany, then  in  some  corporation  organized  or  to  be  organized  with  power 
to  acquire  and  manage  such  property,  provided,  in  that  event,  that  all  the 
bonds  and  other  indebtedness  and  capital  stock  thereof  (excepting  the 
number  of  shares  required  to  qualify  directors)  shall  be  received  by  the 
Trustee  and  shall  be  held  subject  to  this  Indenture. 

The  Trustee,  with  the  consent  of  the  Company,  at  any  time  may  vote 
upon  any  shares  of  stock  that  shall  be  held  by  it  hereunder,  and  the 
Trustee  may  take  such  other  action  as  it  in  its  discretion  shall  deem 
advisable  to  protect  its  interests  as  Trustee  and  the  interests  of  the 
holders  of  the  obligations  secured  by  this  Indenture  in  respect  of  any 
bonds,  obligations  or  stocks  subject  to  the  lien  hereof;  and,  with 
such  consent  of  the  Company,  the  Trustee  may  join  in  any  plan  of  reor- 
ganization or  readjustment  in  respect  of  any  such  bonds,  obligations  or 
stocks  and  may  accept  new  securities  issued  in  exchange  therefor  under 
such  plan.  In  case  the  Company  shall  be  in  default  in  the  payment  of  any 
interest  on,  or  in  the  payment  of  the  principal  of,  any  of  the  obligations 
secured  by  this  Indenture,  or  otherwise  hereunder,  the  Trustee  shall  be 
entitled  to  take  such  steps  without  the  consent  of  the  Company. 

The  Company  covenants  that,  on  demand  of  the  Trustee,  it  forthwith 
will  pay,  or  will  satisfactorily  provide  for,  all  expenditures  incurred  by 
the  Trustee  under  any  of  the  provisions  of  this  Section  5,  including 
all  sums  required  to  obtain  and  perfect  the  ownership  of  and  title  to 
any  property  which  the  Trustee  shall  purchase  or  shall  cause  or  authorize 


53 


Article  Eight. 
Sections  5,  6. 


to  be  purchased,  either  at  the  request  of  the  Company  or  where  not 
more  than  ten  per  cent,  of  the  price  of  such  property  shall  be  required 
to  be  paid  in  cash;  and  in  any  case,  without  impairment  of,  or  prejudice 
to,  any  of  its  rights  hereunder  by  reason  of  any  default  of  the  Company, 
the  Trustee,  in  its  discretion,  may  advance  all  such  expenses  and  other  Trustee 
moneys  required,  or  may  procure  such  advances  to  be  made  by  others,  and  funds, 
for  such  advances  made  by  the  Trustee,  or  by  others  at  its  request,  with 
interest  thereon  at  the  rate  of  six  per  cent,  per  annum,  the  Trustee  shall  Trustee  to 
have  a lien  under  this  Indenture  preferentially  to  the  obligations  secured  uenEto  secure 
by  this  Indenture  and  to  the  interest  thereon,  upon  all  the  stocks,  bonds,  Idvan’ce^1  °£ 
claims  and  indebtedness,  in  respect  of  which  such  advances  shall  have 
been  made,  and  the  proceeds  thereof,  and  any  property  acquired  by  means 
thereof. 

In  case  the  Trustee  shall  not  purchase  or  cause  to  be  purchased  the  Proceeds  of 
property  sold  at  any  such  sale,  and  shall  not  join  in  a plan  of  reorganization  held  as  addi- 
or  readjustment  as  aforesaid  in  respect  of  such  bonds  or  other  obligations  curity. 
or  stocks,  then  the  Trustee  shall  receive  any  portion  of  the  proceeds  of 
the  sale  accruing  on  the  securities  held  by  it  hereunder,  and  such  pro- 
ceeds shall  be  held  by  the  Trustee  as  additional  security  under  this 
Indenture  and  be  applied  by  it  from  time  to  time  at  the  written  request  o proceeds, 
of  the  Company  for  any  of  the  purposes  for  which  the  proceeds  of 
released  property  may  be  applied  as  provided  in  Section  6 of  Article 
Twelve  of  this  Indenture. 


Section  6.  Except  as  otherwise  covenanted  in  this  Indenture,  nothing  Renewal  or 

. . exchange  of 

herein  contained  shall  prevent  obligations 

secured  by 
niort§3,§[G  of 

(1)  the  renewal  or  extension  of  any  bond  or  obligation  secured  subsidiary  or 

, i , . . ..  ...  controlled 

by  mortgage  upon  the  property  of  any  subsidiary  or  controlled  com- company, 
pany  of  the  Company;  or 


(2)  the  issue,  in  place  of  and  in  substitution  for  any  such 
bonds  or  obligations,  of  other  bonds  or  obligations  for  not  greater 
amounts,  bearing  any  rate  of  interest,  and  secured  by  a similar 
mortgage  or  lien  upon  substantially  the  same  property: 


provided,  hozvever,  Provided: 

(a)  that  in  case  any  bonds  or  obligations  subject  to  this  Inden-—(a>  incase 
ture  shall  be  so  renewed  or  extended,  such  bonds  or  obligations,  of  obligations 

. ° subject  to 

as  so  renewed  or  extended,  shall  continue  subject  to  this  Indenture  indenture, 

renewed  obli- 
gations to 
continue 
subject  to 
indenture. 


— (6)  in  case 
of  exchange 
of  obligations 
subject  to 
indenture, 
substituted 
obligations 
to  become 
subject  to 
indenture. 


Consent  of 
Trustee. 


Consolidation, 
merger  or 
sale  of 
property, 

— (a.)  between 
subsidiary 
and  controlled 
companies. 


— ( 6 ) between 
Company 
whose  capital 
stock  is 
pledged  under 
indenture 
and  sub- 
sidiary and 
controlled 
companies, 
provided, 

— (1)  stock 
held  as  result 
of  consolida- 
tion or 
merger  bears 
proportionate 
relation  to 
total 

capital  stock 
at  least  as 
high  as  that 
borne  by  pre- 
viously 
pledged  stock 
to  aggregate 
stock  of  con- 
stituent 
companies. 


Article  Eight. 

Sections  6,  7. 

54 

to  the  same  extent,  and  shall  be  lodged  and  held  in  the  same 
manner  as  theretofore;  and 

( b ) that  in  case  any  bonds  or  obligations  subject  to  this  Inden- 
ture shall  be  exchanged  for  bonds  or  obligations  substituted  as 
aforesaid,  the  substituted  bonds  or  obligations  shall  ipso  facto 
and  forthwith  become  subject  to  this  Indenture  to  the  same  extent, 
and  shall  be  lodged  and  held  in  the  same  manner  as  those  for  which 
they  are  substituted. 

At  any  time  the  Trustee  may,  in  its  discretion,  and,  if  requested 
in  writing  by  the  Company,  the  Company  being  in  possession  of 
the  mortgaged  premises,  shall,  consent  to  any  such  renewal,  extension 
or  substitution.  The  Trustee  may  receive  the  opinion  of  any  counsel 
approved  by  it,  who  may  be  counsel  for  the  Company,  as  conclusive 
evidence  that  any  such  renewal,  extension  or  substitution  is  in  compliance 
with  the  provisions  of  this  Section  6. 

Section  7.  Anything  in  this  Indenture  contained  to  the  contrary  not- 
withstanding: 

(a)  any  subsidiary  or  controlled  company  of  the  Company  may 
be  consolidated  with  or  merged  into,  or  all  of  its  property  may  be 
conveyed  as  an  entirety  to,  any  other  of  the  subsidiary  or  con- 
trolled companies  of  the  Company;  and 

( b ) any  company,  capital  stock  of  which  shall  be  pledged  and 
held  under  this  Indenture,  may  be  consolidated  with  or  merged 
into,  or  all  of  its  property  sold  or  conveyed  as  an  entirety  to,  any 
of  the  subsidiary  or  controlled  companies  of  the  Company; 

provided,  however, 

(1)  that  the  portion  of  the  capital  stock  of  any  company 
formed  by  such  consolidation  or  into  which  such  merger  shall  be 
made,  issued  for,  or  in  lieu  of,  stocks  of  the  constituent  companies, 
parties  to  such  consolidation  or  merger,  previously  pledged  here- 
under, shall  always  bear  to  the  total  capital  stock  of  such  company 
a proportionate  relation  at  least  as  high  (but  never  less  than  a 
majority  thereof)  as  that  borne  by  such  previously  pledged  stock 
to  the  aggregate  capital  stock  of  such  constituent  companies ; 


55 


Article  Eight. 
Section  7. 


(2)  that  in  the  case  of  any  such  sale  by  any  company  of  its 
property,  the  stock  of  the  purchasing  company  becoming  subject 
to  this  Indenture  shall  bear  to  its  total  capital  stock  a proportionate 
relation  at  least  as  high  (but  never  less  than  a majority  thereof) 
as  that  borne  by  the  previously  pledged  stock  of  the  purchasing 
and  selling  companies  to  the  aggregate  of  the  capital  stock  of  said 
companies ; and 

(3)  that  in  case  of  any  merger  or  consolidation  to  which  a 
subsidiary  or  controlled  company  of  the  Company,  capital  stock  of 
which  shall  be  pledged  under  this  Indenture,  shall  be  a party,  or  of 
a sale  by  or  to  any  such  company,  the  stock  of  the  company  result- 
ing from  such  merger  or  consolidation  or  of  the  purchasing  com- 
pany continuing  to  be  pledged  and  held  under  this  Indenture  shall 
never  be  less  than  a majority  thereof. 

All  stock  of  the  company  formed  by  such  consolidation  or  into  which 
such  merger  shall  be  made,  issued  for,  or  in  lieu  of,  stock  of  the  con- 
stituent companies,  parties  to  such  consolidation  or  merger,  previously 
pledged  hereunder,  and  all  stock  of  the  purchasing  company  issued  in 
lieu  of  previously  pledged  stock  of  the  selling  company,  shall  become 
and  be  subject  to  this  Indenture. 

Any  company,  less  than  a majority  of  the  capital  stock  of  which 
shall  be  pledged  hereunder,  may  also  be  merged  into,  or  consolidated  with, 
or  all  of  its  property  may,  as  an  entirety,  be  sold  to,  or  leased  to,  any 
other  corporation ; provided 

(a)  that,  in  any  case,  the  value  of  the  security  afforded  by  this 
Indenture  shall  not  be,  in  any  way,  impaired  or  prejudiced  thereby; 
and 


— (2)  in  case 
of  sale,  stock 
of  purchasing 
company 
becoming 
subject  to 
indenture 
bears  propor- 
tionate rela- 
tion to  total 
capital  stock 
as  high  as 
that  borne 
by  previously 
pledged 
stock  of  pur- 
chasing and 
selling  com- 
panies to  ag- 
gregate stock 
of  said  com- 
panies. 


— -(3)  result- 
ing stock 
pledged  under 
indenture 
shall  never 
be  less  than 
a majority 
thereof. 


Merger,  con- 
solidation or 
sale  of  prop- 
erty of  Com- 
pany less  than 
a majority  of 
the  capital 
stock  of 
which  is 
pledged  under 
indenture. 


( b ) that  the  whole  consideration  payable,  distributable  or 
deliverable  on  account  of  the  stock  pledged  hereunder,  or  to  its 
owner,  shall  be  subject  to  this  Indenture,  and  pledged  hereunder, 
in  like  manner  as  the  stock  so  pledged. 


The  capital  stock  of  any  company,  any  of  whose  stock  shall  be  increase  of 
pledged  hereunder  (whether  or  not  less  than  a majority  thereof),  may,  requiredfo? 
for  the  purpose  of  carrying  out  any  transaction  permitted  by  the  foregoing  ^Matri'on°or 
provisions  of  this  Section  7,  and  as  a part  of  such  transaction,  be  increased  mitted.r" 
to  the  extent  necessary  therefor. 


Merger  into, 
or  sale  of 
property  by, 
Company  by 
subsidiary  or 
controlled 
company. 


Trustee  may 
vote  pledged 
stock  to  effect 
merger  or 
consolidation. 


Events  of 
default : 


— (a)  Non- 
payment of 
interest  on 
existing  de- 
bentures or 
Series  A 
debentures. 


— (b)  Non- 
payment of 
principal  of 
existing  de- 
bentures or 
Series  A 
debentures. 


Article  Eight — Section  7. 

Article  Nine — Section  1. 

56 

The  Trustee  may  accept  as  conclusive  evidence  that  the  value  of  the 
security  hereunder  will  not  be  prejudiced  or  impaired  by  any  proposed 
consolidation,  merger  or  sale,  a resolution  of  the  board  of  directors  of  the 
Company  to  that  effect,  adopted  by  the  affirmative  vote  of  three-fourths 
of  the  whole  number  of  directors,  certified  by  the  secretary,  or  an  assistant 
secretary,  under  its  corporate  seal,  together  with  the  opinion  of  the  general 
counsel  of  the  Company  that  such  consolidation,  merger  or  sale  may  law- 
fully be  carried  into  effect,  in  accordance  with  the  provisions  of  this 
Indenture  applicable  thereto. 

Any  subsidiary  or  controlled  company  of  the  Company  may  be  merged 
into,  or  all  of  its  property  conveyed  as  an  entirety  to  the  Company. 

The  Trustee  may  vote  upon  or  cause  to  be  voted  upon  any 
of  the  stock  deposited  with  it  and  may  do  any  and  all  things  proper,  in  its 
discretion,  to  carry  into  effect  the  purposes  of  this  Section  7 ; and,  in  order 
to  facilitate  any  such  merger  or  consolidation,  the  Trustee  may  make 
or  permit  any  necessary  exchange,  cancellation,  substitution  or  sur- 
render of  securities,  or  may  transfer,  in  whole  or  in  part,  into  the  name 
of  the  Company  or  its  nominee  or  nominees,  under  such  restrictions  as  it 
may  deem  sufficient  for  the  protection  of  the  holders  of  the  obligations 
secured  by  this  Indenture,  the  shares  of  any  company  about  to  be  merged 
or  consolidated,  which  then  stand  in  the  name  of  the  Trustee  or  its 
nominee. 


ARTICLE  NINE. 

Remedies  of  the  Trustee  and  Bondholders. 

Section  1.  If  one  or  more  of  the  following  events,  in  this  Indenture 
called  events  of  default,  shall  happen,  that  is  to  say : 

(a)  default  shall  be  made  in  the  payment  of  any  instalment  of 
interest  on  any  of  the  Existing  Debentures  or  Series  A Debentures, 
when  and  as  the  same  shall  become  payable,  as  therein  and  in  the 
Debenture  Agreement  and  Supplemental  Agreement  expressed, 
and  such  default  shall  continue  for  sixty  days;  or 

( b ) default  shall  be  made  in  the  payment  of  the  principal  of 
any  of  the  Existing  Debentures  or  Series  A Debentures,  when  and 
as  the  same  shall  become  payable  as  therein  and  in  the  Debenture 
Agreement  and  Supplemental  Agreement  expressed;  or 


57 


Article  Nine. 
Section  1. 


( c )  default  shall  be  made  in  the  payment  of  any  instalment  of —^^Non- 
interest on  any  of  the  First  Mortgage  Bonds  when  and  as  the  same  interest  on 
shall  become  payable,  as  therein  and  herein  expressed,  and  such  sage  bonds, 
default  shall  continue  for  sixty  days ; or 


(d)  default  shall  be  made  in  the  payment  of  the  principal  of  any — (d)  Non- 

i ,1  i payment  of 

of  the  First  Mortgage  Bonds  when  and  as  the  same  shall  become  principal  of 
payable,  either  by  the  terms  thereof  or  otherwise  as  in  this  Inden-  gage  bonds, 
ture  provided ; or 


( e )  default  shall  be  made  in  the  observance  or  performance — (e)  Non- 

. observance  of 

of  any  of  the  covenants  on  the  part  of  the  Company  contained  in  sinking  fund 
Article  Five  of  this  Indenture,  and  any  such  default  shall  continue 
for  thirty  days;  or 

(/)  default  shall  be  made  in  the  observance  or  performance  ^^rvance 
of  any  other  of  the  covenants,  conditions  and  agreements  on  the  covenants 
part  of  the  Company,  its  successors  or  assigns,  in  the  First  Mort- 
gage Bonds  or  in  this  Indenture  contained,  and  such  default  shall 
continue  for  ninety  days  after  written  notice  specifying  such 
default  and  requiring  the  same  to  be  remedied  shall  have  been 
given  by  the  Trustee,  which  shall  give  such  notice  on  the  written 
request  of  the  holders  of  five  per  cent,  in  amount  of  the  First 
Mortgage  Bonds  at  the  time  outstanding;  or 


( g ) an  order  shall  be  made  for  the  appointment  of  a receiver 
of  the  Company  or  of  the  trust  estate  or  of  any  part  thereof ; or 

( h ) default  shall  be  made  in  the  payment  of  the  interest  on 
any  bond  or  obligation  secured  by  lien  on  the  property  of  any 
subsidiary  or  controlled  company  of  the  Company;  or 

(i)  default  shall  be  made  in  the  performance  of  any  cove- 
nant contained  in  any  mortgage  or  deed  or  other  instrument  of 
trust  constituting  a lien  on  the  property  of  any  subsidiary  or  con- 


— ( g ) Ap- 
pointment of 
receiver  of 
Company  or 
trust  estate. 

— ( h ) Non- 
payment of 
interest  on 
obligations 
secured  by 
lien  on  prop- 
erty of  sub- 
sidiary or 
controlled 
companies. 

— (i)  Non- 
observance  of 


trolled  company,  and  by  reason  of  such  default,  any  right  of  entry 
or  right  of  action  for  the  enforcement  of  the  security  afforded 
thereby  shall  accrue; 


covenant  in 
mortgage  or 
instrument 
constituting 
lien  on  prop- 
erty of  sub- 
sidiary or 
controlled 


then  and  in  each  and  every  such  case  the  Trustee,  personally,  or  by  T^'u.stce'may 
its  agents  or  attorneys,  may  enter  into  and  upon  all  or  any  part  of  operatemort- 
the  mortgaged  premises,  and  each  and  every  part  thereof,  and  may  ?ae|ed  prem- 


Article  Nine. 
Section  1. 


58 


Application 
of  income  by 
trustee  in  pos- 
session : 


— (a)  Moneys 
available  for 
distribution 
to  be  divided 
into  16,000 
equal  parts, 

—one  such 
part  to  inure 
to  benefit  of 
each  holder 
of  $1,000 
existing 
debenture. 


exclude  the  Company,  its  agents  and  servants  wholly  therefrom ; and, 
having  and  holding  the  same,  may  use,  operate,  manage  and  control 
said  mortgaged  premises,  and  conduct  the  business  thereof,  either 
personally  or  by  its  superintendents,  managers,  receivers,  agents,  ser- 
vants or  attorneys;  and  upon  every  such  entry  the  Trustee,  at  the 
expense  of  the  trust  estate,  from  time  to  time,  either  by  purchase,  repairs 
or  construction,  may  maintain  and  restore,  and  may  insure  or  keep 
insured  the  plants,  buildings,  tools  and  machinery  and  other  property, 
erected  or  provided  for  use  in  connection  with  said  mortgaged  or  other 
premises,  whereof  it  shall  become  possessed,  as  aforesaid,  in  the  same 
manner  and  to  the  same  extent  as  is  usual  with  companies  carrying  on 
business  similar  to  that  of  the  Company;  and  likewise,  from  time  to  time, 
at  the  expense  of  the  trust  estate,  may  make  all  necessary  or  proper 
repairs,  renewals  and  replacements,  and  useful  alterations,  additions, 
betterments  and  improvements  thereto  and  thereon,  as  to  it  may  seem 
judicious;  and  in  such  case  the  Trustee  shall  have  the  right  to  manage 
the  mortgaged  premises  and  to  carry  on  the  business  and  exercise  all 
rights  and  powers  of  the  Company,  either  in  the  name  of  the  Company 
or  otherwise,  as  the  Trustee  shall  deem  best.  And  the  Trustee  shall  be 
entitled  to  collect  and  receive  all  tolls,  earnings,  income,  rents,  issues  and 
profits  of  the  same  and  every  part  thereof,  and  also  the  income  from 
stocks  and  bonds  subject  to  this  Indenture.  And  after  deducting  the 
expenses  of  operating  said  mortgaged  premises,  and  of  conducting  the 
business  thereof  and  of  all  repairs,  maintenance,  renewals,  replacements, 
alterations,  additions,  betterments  and  improvements,  and  all  payments 
which  may  be  made  for  taxes,  assessments,  insurance,  and  prior  or 
other  proper  charges  upon  the  trust  estate,  or  any  part  thereof,  as  well 
as  just  and  reasonable  compensation  for  its  own  services  and  for  all  attor- 
neys, agents,  clerks,  servants  and  other  employees  by  it  properly  engaged 
and  employed,  the  Trustee  shall  apply  the  moneys  arising  as  aforesaid,  as 
follows : 

(a)  All  moneys  collected  or  received  by  the  Trustee  under 
this  Indenture  and  available  for  distribution  among  the  hol- 
ders of  obligations  secured  by  this  Indenture,  shall  be  divided 
into  16,000  equal  parts,  of  which  one  such  part  shall  inure 
to  and  be  held  and  applied  by  the  Trustee  for  the  benefit 
of  each  Existing  Debenture  of  the  denomination  of  $1,000 
(together  with  two-thirds  of  the  unpaid  interest  thereon  ac- 
cruing after  January  1,  1922),  and  of  each  Series  A De- 


59 


Article  Nine. 
Sections  1,  2. 


benture  of  the  denomination  of  $500  (together  with  the  unpaid  — one  such 
interest  thereon)  then  outstanding  and  secured  by  this  Inden-fo  benefit  of6 
ture.  The  remainder  of  said  equal  parts  shall  inure  to  and  be  0f  $500 
held  and  applied  by  the  Trustee  for  the  benefit  of  the  First  Mort-  debenture, 
gage  Bonds  (together  with  the  unpaid  interest  thereon)  then  out-_Remainder 
standing.  Said  moneys  herein  referred  to  shall  be  so  applied  “nure'to  l° 
that  no  preference  shall  be  obtained  by  said  Existing  Debentures,  hoiderS°o£ 
Series  A Debentures  or  First  Mortgage  Bonds,  to  the  extent  g^e  bonds, 
secured  by  this  Indenture,  over  any  other  of  said  obligations,  by 
reason  of  the  fact  that  the  principal  amount  thereof  secured  by  this 
Indenture  or  interest  thereon,  so  secured,  may  in  any  manner 
become  or  be  due  or  payable  prior  to  the  principal,  secured  by  this 
Indenture,  of,  or  interest,  so  secured,  upon,  any  other  obligation 
secured  by  this  Indenture,  or  because  interest  on  any  class  of  the 
obligations  secured  by  this  Indenture  shall  have  been  paid  to  a 
date  later  than  on  any  other  class,  or  otherwise. 

( b ) Subject  to  the  foregoing  provisions  of  the  preceding  para- 
graph (a),  the  Trustee  shall  apply  any  moneys  arising  under  this 
Section  1 of  Article  Nine,  as  follows: 

(1)  In  case  the  principal  of  the  respective  obligations  secured— (D  in  case 
by  this  Indenture  shall  not  have  become  due,  to  the  payment  of  obligations 

secured  not 

the  interest  in  default  on  such  obligations  in  the  order  of  the  due, 
maturity  of  the  instalments  of  such  interest,  with  interest  on  the 
overdue  instalments  thereof  at  the  rate  of  eight  per  cent,  per 
annum,  such  payments  to  be  made  ratably  to  the  persons  entitled 
thereto,  without  discrimination  or  preference ; 

(2)  In  case  the  principal  of  the  respective  obligations  secured  j~^jpian1  se 
by  this  Indenture  shall  have  become  due,  by  declaration  or  other-  obligations 

. secured  due. 

wise,  first  to  the  payment  of  the  accrued  interest  secured  hereby, 
with  interest  on  the  overdue  installments  thereof  at  the  rate  of 
eight  per  cent,  per  annum,  in  the  order  of  the  maturity  of  the 
installments,  and  next  to  the  payment  of  the  principal  of  all  the 
obligations  secured  by  this  Indenture,  such  payments  to  be  made 
ratably  to  the  persons  entitled  to  such  payments,  without  any 
discrimination  or  preference  as  hereinabove  provided. 

Section  2.  If  one  or  more  of  the  events  specified  in  Clauses  A, 

B and  C of  Section  2 of  Article  Eight  shall  happen,  the  Trustee  shall 


Article  Nine. 
Sections  2,  3. 


GO 


Trustee  may 
vote  pledged 
stock  and 
collect  income 
and  principal 
of  pledged 
securities. 


Application 
of  moneys 
collected  in 
case  of 
receivership. 


Right  to 
declare  prin- 
cipal due. 


be  entitled  to  vote  on  all  shares  of  stock  then  held  under  this  Inden- 
ture, and,  for  the  benefit  of  the  holders  of  the  obligations  secured  by  this 
Indenture,  shall  be  entitled  to  collect  and  receive  all  dividends  on  all  such 
shares  of  stock,  and  all  sums  payable  for  principal,  interest  or  otherwise 
upon  any  bonds  or  obligations  or  other  indebtedness  that  shall  then  be 
subject  to  this  Indenture,  and  to  apply,  as  hereinbefore  provided,  the  net 
moneys  received ; and,  as  holder  of  any  such  shares  of  stock  and  of  any 
such  bonds  or  other  obligations  and  such  indebtedness,  to  perform  any 
and  all  acts,  or  to  make  or  execute  any  and  all  transfers,  requests,  requisi- 
tions or  other  instruments  for  the  purpose  of  carrying  out  the  provisions 
of  this  Section  2 ; but  in  the  event  that  a receiver  of  the  property 
embraced  in  the  trust  estate  shall  have  been  appointed  and  shall  be  in 
possession  thereof  in  the  enforcement  of  this  Indenture  or  pursuant  to  the 
provisions  hereof,  the  Trustee  from  time  to  time  in  its  discretion  may, 
and,  if  requested  by  the  holders  of  a majority  in  amount  of  the  principal 
of  the  obligations  secured  by  this  Indenture  at  the  time  outstanding,  shall, 
turn  over  any  part  or  all  of  the  interest  moneys  and  dividends  so  collected 
by  it  to  such  receiver,  and  the  Trustee  may  co-operate  with  such  receiver  in 
managing  and  operating  the  property  of  the  Company  in  such  manner  as 
it  shall  deem  for  the  best  interest  of  the  holders  of  the  obligations  secured 
by  this  Indenture. 

Section  3.  In  case  any  one  or  more  of  the  events  of  default  shall 
happen,  then,  and  in  such  case,  unless  the  principal  of  the  First  Mortgage 
Bonds  shall  already  have  become  due  and  payable,  the  Trustee,  by  notice 
in  writing  delivered  to  the  Company,  may,  and,  upon  the  written  request 
of  the  holders  of  twenty  per  cent,  in  amount  of  the  First  Mortgage  Bonds 
then  outstanding,  shall,  declare  the  principal  of  all  the  First  Mortgage 
Bonds  then  outstanding  to  be  forthwith  due  and  payable,  and  upon  any 
such  declaration  the  same  shall  become  and  be  forthwith  due  and  payable, 
anything  in  this  Indenture  or  in  said  Bonds  contained  to  the  contrary  not- 
withstanding. This  provision,  however,  is  subject  to  the  condition  that 
if,  at  any  time  after  the  principal  of  said  First  Mortgage  Bonds  shall 
have  been  so  declared  due  and  payable,  and  before  any  sale  of  the  trust 
estate  or  any  part  thereof  shall  have  been  made,  all  arrears  of  interest 
upon  all  the  First  Mortgage  Bonds,  with  interest  on  overdue  installments 
of  interest  at  the  rate  of  eight  per  cent,  per  annum,  together  with  the 
reasonable  charges  and  expenses  of  the  Trustee,  its  agents  and  attorneys, 
shall  be  paid  and  all  other  defaults  under  the  First  Mortgage  Bonds  and 


Article  Nine. 

Sections  3,  4,  5. 

61 

under  this  Indenture  shall  be  made  good  to  the  satisfaction  of  the  Trustee, 
then  and  in  such  case  the  holders  of  a majority  in  amount  of  the  First 
Mortgage  Bonds  then  outstanding,  by  written  notice  to  the  Company  and 
to  the  Trustee,  may  waive  such  default  and  its  consequences ; but  no  such 
waiver  shall  extend  to  or  affect  any  subsequent  default  or  impair  any 
right  consequent  thereon. 

Section  4.  If  one  or  more  of  the  events  of  default  shall  happen,  the  upon  default 

Trustee  may  : 

Trustee,  with  or  without  entry,  personally  or  by  attorney,  in  its  discretion, 
either 

(a)  may  sell,  to  the  highest  and  best  bidder,  all  and  singular  the— (a)  Sell 
trust  estate,  including  bonds  and  stocks,  rights,  franchises,  interests 

and  appurtenances,  and  other  real  and  personal  property  of  every 
kind,  and  all  right,  title  and  interest,  claim  and  demand  therein  and 
right  of  redemption  thereof.  Such  sale  or  sales  shall  be  made  at 
public  auction  at  such  place  in  the  Borough  of  Manhattan,  City 
of  New  York,  in  the  State  of  New  York,  or  at  such  other  place 
or  places  (within  or  without  the  State  of  New  York),  and  at 
such  time  or  times,  and  upon  such  terms,  as  the  Trustee  may  fix 
and  briefly  specify  in  the  notice  of  sale  to  be  given  as  herein 
provided,  or  as  may  be  required  by  law ; or 

( b ) may  proceed  to  protect  and  to  enforce  its  rights  and  the— (b)  institu- 
rights  of  the  holders  of  the  obligations  secured  by  this  Indenture,  proceedings 

..  . to  enforce  its 

by  a suit  or  suits  in  equity  or  at  law,  whether  for  the  specific  rights  and 
performance  of  any  covenant  or  agreement  contained  herein,  or  of  holders  of 

secured  obli- 

in  aid  of  the  execution  of  any  power  herein  granted,  or  for  the  gations. 
foreclosure  of  this  Indenture,  or  for  the  enforcement  of  any  other 
appropriate  legal  or  equitable  remedy,  as  the  Trustee,  being  advised 
by  counsel,  shall  deem  most  effectual  to  protect  and  enforce  any 
of  its  rights  or  duties  under  this  Indenture  or  the  rights  of 
holders  of  the  obligations  secured  by  this  Indenture. 

Section  5.  Upon  the  written  request  of  the  holders  of  twenty  per  Trustee  to 
cent,  in  amount  of  the  principal  amount  of  the  obligations  secured  by  this  que°tnofe20% 
Indenture  then  outstanding,  it  shall  be  the  duty  of  the  Trustee,  in  case  one  obligations, 
or  more  of  the  events  of  default  shall  happen,  upon  being  indemnified  as 
hereinafter  provided,  to  take  all  steps  needful  for  the  protection  and 
enforcement  of  its  rights  and  the  rights  of  the  holders  of  the  obligations 


Property  to  be 
sold  in  one 
parcel. 


— unless  such 
sale  is  im- 
practicable, 
or 

— holders  of 
majority  of 
secured  obli- 
gations re- 
quest Trustee 
to  sell  in 
parcels. 


Company 
waives  all 
rights  to 
have  prop- 
erty mar- 
shalled on 
foreclosure. 


Notice  of 
sale. 


Publication 
of  notice. 


Adjournment 
of  sale. 


Article  Nine. 

Sections  5,  6,  7,  8. 

62 

secured  by  this  Indenture,  and  to  exercise  the  power  of  entry  or  of  sale 
herein  conferred,  or  both,  or  to  take  appropriate  judicial  proceedings  by 
action,  suit  or  otherwise  as  the  Trustee,  being  advised  by  counsel,  shall 
deem  most  expedient  in  the  interest  of  the  holders  of  the  obligations 
secured  by  this  Indenture. 

Section  6.  In  the  event  of  any  sale,  whether  made  under  the  power  of 
sale  herein  granted  or  conferred,  or  under  or  by  virtue  of  judicial  pro- 
ceedings, the  whole  of  the  trust  estate  shall  be  sold  in  one  parcel  and  as  an 
entirety,  unless  such  sale  as  an  entirety  is  impracticable  by  reason  of  some 
statute  or  other  cause,  or  unless  the  holders  of  a majority  in  amount  of  the 
obligations  secured  by  this  Indenture  then  outstanding  shall,  in  writing, 
request  the  Trustee  to  cause  said  premises  to  be  sold  in  parcels,  in  which 
case  the  sale  may  be  made  in  such  parcels  and  in  such  order  as  may  be 
specified  in  such  request.  The  Company,  for  itself  and  all  persons  and 
corporations  hereafter  claiming  through  or  under  it  or  who  may  at  any 
time  hereafter  become  holders  of  liens  junior  to  the  lien  of  this  Indenture, 
hereby  expressly  waives  and  releases  all  right  to  have  the  properties  and 
estate  comprised  in  the  security  intended  to  be  created  by  this  Indenture 
marshalled  upon  any  foreclosure  or  other  enforcement  hereof,  and  the 
Trustee,  or  any  court  in  which  the  foreclosure  of  this  Indenture  or  the 
administration  of  the  trusts  hereby  created  is  sought,  shall  have  the  right 
as  aforesaid  to  sell  the  entire  property  of  every  description  comprised  in 
or  subject  to  the  trusts  created  by  this  Indenture  as  a whole  in  a single  lot 
or  parcel. 

Section  7.  Notice  of  any  sale  pursuant  to  the  provisions  of  this  Inden- 
ture shall  state  the  time  when  and  place  where  the  same  is  to  be  made, 
and  shall  contain  a brief  general  description  of  the  property  to  be  sold, 
and  shall  be  sufficiently  given  if  published  once  in  each  week  for  four 
successive  weeks  prior  to  such  sale,  in  a newspaper  of  general  circulation 
in  the  Borough  of  Manhattan,  in  the  City  and  State  of  New  York. 

Section  8.  The  Trustee  may  from  time  to  time  adjourn  anj  sale  by 
it  to  be  made  under  the  provisions  of  this  Indenture,  by  announcement 
at  the  time  and  place  appointed  for  such  sale,  or  for  such  adjourned  sale 
or  sales ; and  without  further  notice  or  publication  it  may  make  such 
sale  at  the  time  and  place  to  which  the  same  shall  be  so  adjourned. 


63 


Article  Nine. 
Sections  9,  10. 


Section  9.  Upon  the  completion  of  any  sale  or  sales  under  this  Trustee  to 

• deliver  deed 

Indenture,  the  Trustee  shall  execute  and  deliver  to  the  accepted  purchaser  ort  completion 
or  purchasers  a good  and  sufficient  deed,  or  good  and  sufficient  deeds,  and 
other  instruments  conveying,  assigning  and  transferring  all  its  right, 
title  and  interest  in  and  to  the  properties  sold.  The  Trustee  and  its  Trustee 
successors  hereby  are  appointed  the  true  and  lawful  attorneys  irrevocable  attorney  to 
of  the  Company,  in  its  name  and  stead  to  make  all  conveyances,  assign-  necessary 
ments  and  transfers  of  the  premises  and  property  thus  sold  which  in  the  conveyances- 
judgment  of  the  Trustee  may  be  advisable;  and,  for  that  purpose,  it 
may  execute  all  requisite  deeds  and  instruments  of  assignment  and  transfer, 
and  may  substitute  one  or  more  persons  with  like  power ; the  Company  Ratification 
hereby  ratifying  and  confirming  all  that  its  said  attorneys  or  such  substitute  Company, 
or  substitutes  shall  lawfully  do  by  virtue  hereof.  Nevertheless  the  Com- 
pany shall,  if  so  requested  by  the  Trustee,  ratify  and  confirm  any  sale 
or  sales  by  executing  and  delivering  to  the  Trustee  or  to  such  purchaser 
or  purchasers  all  such  instruments  as  may  be,  in  the  judgment  of  the 
Trustee,  advisable  for  the  purpose  and  as  may  be  designated  in  such 
request. 

Anv  such  sale  or  sales  made  under,  or  by  virtue  of,  this  Indenture,  j?ale  t0  div?st 

- # J Company  of 

whether  under  the  power  of  sale  herein  granted  and  conferred,  or  under  aU  right  and 

: . . . . . title  t0  prop- 

or  by  virtue  of  judicial  proceedings,  shall  operate  to  divest  all  right,  title,  erty  sold, 
interest,  claim  and  demand  whatsoever,  either  at  law  or  in  equity,  of  the 
Company,  of,  in  and  to  the  premises  and  property  so  sold,  and  shall  be  a 
perpetual  bar,  both  at  law  and  in  equity,  against  the  Company,  its  suc- 
cessors and  assigns,  and  against  any  and  all  persons  claiming  or  to  claim 
the  premises  and  property  sold  or  any  part  thereof  from,  through  or  under 
the  Company,  its  successors  or  assigns. 

The  personal  property  and  chattels,  conveyed  or  intended  to  be  con-  Personal 


veyed  by  or  pursuant  to  this  Indenture  (other  than  stocks,  bonds  and  other  except  as 
securities  and  claims)  shall  be  deemed  real  estate  for  all  the  purposes  o f consTderecrlis 
this  Indenture,  and  shall  be  held  and  taken  to  be  fixtures  and  appur-  appurtenant 
tenances  of  the  real  estate  hereby  mortgaged,  and  part  thereof,  and  are  t0  real  estate' 
to  be  used  and  sold  therewith  and  not  separate  therefrom,  except  as  herein 
otherwise  provided. 


Section  10.  The  receipt  of  the  Trustee  for  the  purchase  money  paid  Purchaser 
at  any  such  sale  shall  be  a sufficient  discharge  therefor  to  any  purchaser  see  to  appii- 
of  the  property  or  any  part  thereof  sold  as  aforesaid ; and  no  such  pur-  chase°monJy. 
chaser  or  his  representatives,  grantees  or  assigns,  after  paying  such  pur- 


Principal  of 
bonds  to 
become  due 
upon  sale. 


Application 
of  purchase 
money : 


— payment 
of  costs  and 
expenses  of 
sale. 


— moneys 
remaining 
to  be  divided 
into  16,000 
equal  parts, 

— one  such 
part 

to  inure  to 
benefit  of 
each  holder 
of  $1,000 
existing 
debenture. 

- — one  such 
part  to  inure 
to  benefit  of 
each  holder 
of  $500 
Series  A 
debenture. 

— remainder 
of  parts  to 
inure  to 
benefit  of 
holders  of 
first  mortgage 
bonds. 


Article  Nine. 

Sections  10,  11,  12. 

64 

chase  money  and  receiving  such  receipt,  shall  be  bound  to  see  to  the 
application  of  such  purchase  money  upon  or  for  any  trust  or  purpose  of 
this  Indenture,  or  in  any  manner  whatsoever  be  answerable  for  any  loss, 
misapplication  or  non-application  of  any  such  purchase  money  or  any  part 
thereof,  or  be  bound  to  inquire  as  to  the  authorization,  necessity,  expe- 
diency or  regularity  of  any  such  sale. 

Section  11.  In  case  of  a sale  under  any  of  the  foregoing  provisions 
of  this  Article  Nine,  whether  made  under  the  power  of  sale  herein  granted 
or  pursuant  to  judicial  proceedings,  the  principal  of  the  First  Mortgage 
Bonds,  if  not  previously  due,  shall  immediately  thereupon  become  due  and 
payable,  anything  in  said  bonds  or  in  this  Indenture  to  the  contrary  not- 
withstanding. 

Section  12.  The  purchase  money,  proceeds  or  avails  of  any  such  sale, 
whether  under  the  power  of  sale  herein  granted  or  pursuant  to  judicial 
proceedings,  together  with  any  other  sums  which  then  may  be  held  by  the 
Trustee  under  any  of  the  provisions  of  this  Indenture  as  part  of  the  trust 
estate  or  the  proceeds  thereof,  shall  be  applied  as  follows : 

First.  To  the  payment  of  the  costs  and  expenses  of  such  sale, 
including  reasonable  compensation  to  the  Trustee,  its  agents, 
attorneys  and  counsel,  and  of  all  expenses,  liabilities  and  advances 
made  or  incurred  by  the  Trustee,  and  to  the  payment  of  all  taxes, 
assessments  or  other  liens  prior  to  the  lien  of  this  Indenture,  except 
the  prior  liens  subject  to  which  the  property  shall  have  been  sold ; 

Second.  All  moneys  remaining  after  payment  of  the  costs, 
expenses,  liens  and  other  items  referred  to  in  the  preceding  para- 
graph First,  shall  be  divided  into  16,000  equal  parts,  of  which 
one  such  part  shall  inure  to  and  be  held  and  applied  by  the  Trustee 
for  the  benefit  of  each  Existing  Debenture  of  the  denomination 
of  $1,000  (together  with  two-thirds  of  the  unpaid  interest  thereon 
accruing  after  January  1,  1922),  and  of  each  Series  A Debenture 
of  the  denomination  of  $500  (together  with  the  unpaid  interest 
thereon),  then  outstanding  and  secured  by  this  Indenture.  The 
remainder  of  said  equal  parts  shall  inure  to  and  be  held  and 
applied  by  the  Trustee  for  the  benefit  of  the  First  Mortgage 
Bonds  (together  with  the  unpaid  interest  thereon)  then  outstanding. 
Said  moneys  herein  referred  to  shall  be  so  applied  that  no  prefer- 


Article  Nine. 

Sections  12,  13. 

65 

ence  shall  be  obtained  by  said  Existing  Debentures,  Series  A Deben- 
tures or  First  Mortgage  Bonds,  secured  by  this  Indenture,  over  any 
other  of  said  obligations,  by  reason  of  the  fact  that  the  principal 
amount  thereof  secured  by  this  Indenture  or  interest  thereon,  so 
secured,  may  in  any  manner  become  or  be  due  or  payable  prior  to 
the  principal,  secured  by  this  Indenture,  of,  or  interest,  so  secured, 
upon,  any  other  obligation  secured  by  this  Indenture,  or  because 
interest  on  any  class  of  the  obligations  secured  by  this  Indenture 
shall  have  been  paid  to  a date  later  than  on  any  other  class,  or 
otherwise.  Subject  to  the  foregoing  provisions,  the  Trustee  shall 
apply  the  moneys  arising,  as  in  this  Paragraph  Second  provided, 
as  follows: 

(a)  To  the  payment  of  the  whole  amount  then  due,  owing  _(a)  pay_ 
or  unpaid  upon  the  respective  obligations  secured  by  this  Indenture  “mount  due. 
for  principal  and  interest,  with  interest  on  the  overdue  installments 

of  interest  secured  by  this  Indenture  at  the  rate  of  eight  percent, 
per  annum ; and  in  case  such  proceeds  shall  be  insufficient  to  pay  in 
full  the  whole  amount  so  due  and  unpaid  upon  said  respective 
obligations,  then  to  the  payment  of  the  principal  and  interest  of  said 
respective  obligations,  without  preference  or  priority  of  principal 
over  interest,  or  of  interest  over  principal,  or  of  any  installment  of 
interest  over  any  other  installment  of  interest,  ratably  to  the  aggre- 
gate of  such  principal  and  the  accrued  and  unpaid  interest  of  and 
upon  said  respective  obligations ; 

( b ) To  the  payment  of  the  surplus,  if  any,  to  the  Com-_(b)pay_ 
pany,  its  successors  or  assigns,  or  to  whomsoever  may  be  lawfully  “ue”pIus. 
entitled  to  receive  the  same,  or  as  a court  of  competent  jurisdiction 

may  direct. 

Section  13.  Upon  any  such  sale  by  the  Trustee  or  pursuant  to  purchaser 
judicial  proceedings,  any  purchaser,  for  or  in  settlement  or  payment  of  oblations 
the  purchase  price  of  the  property  purchased,  shall  be  entitled  to  use  under  fnden- 
and  apply  any  obligations  secured  by  this  Indenture  and  any  matured  Unpaid  ma- 
and  unpaid  coupons  to  the  extent  that  the  same  are  secured  by  this  inpayment118 
Indenture  by  presenting  such  obligations  and  coupons  in  order  that  Pricehase 
there  may  be  credited  thereon  the  sums  applicable  to  the  payment 
thereof  out  of  the  net  proceeds  of  such  sale  to  the  owner  of  such  obliga- 
tions and  coupons  as  his  ratable  share  of  such  net  proceeds,  after  the 


Right  to 
declare  prin- 
cipal of  exist- 
ing deben- 
tures and 
Series  A and 
Series  B de- 
bentures due 
by  notice  to 
Trustee. 


Declaration 
not  to  bind 
holder  or 
registered 
owner  not 
joining  in 
notice  to 
Trustee, 


— unless 
such  holder 
or  registered 
owner  notifies. 
Trustee  of 
election  to 
have  principal 
become  due. 


Article  Nine. 

Sections  13,  14. 

66 

deduction  of  costs,  expenses,  compensation  and  other  charges ; and  there- 
upon such  purchaser  shall  be  credited,  on  account  of  such  purchase  price 
payable  by  him,  with  the  portion  of  such  net  proceeds  that  shall  be 
applicable  to  the  payment  of,  and  that  shall  have  been  credited  upon,  the 
obligations  and  coupons  so  presented ; and  at  any  such  sale,  any  holders 
of  the  obligations  secured  by  this  Indenture  may  bid  for  and  purchase 
such  property,  and  may  make  payment  therefor  as  aforesaid,  and  upon 
compliance  with  the  terms  of  sale,  may  hold,  retain  and  dispose  of  such 
property  without  further  accountability. 

Section  14.  In  case  the  principal  of  the  First  Mortgage  Bonds  shall 
have  become  due  and  payable,  either  by  the  terms  thereof,  or  by  declara- 
tion as  provided  in  Section  3 of  this  Article  Nine  or  upon  a sale  as  pro- 
vided in  Section  11  of  this  Article  Nine,  or  otherwise,  the  holders  or 
registered  owners  of  the  majority  in  amount  of  the  Existing  Debentures 
and  of  the  Series  A Debentures  and  Series  B Debentures  then  outstanding 
under  the  Debenture  Agreement  and  Supplemental  Agreement  may,  by 
notice  in  writing  to  the  trustee  under  the  Debenture  Agreement,  declare 
the  principal  of  the  Existing  Debentures,  Series  A Debentures  and  Series 
B Debentures  held  and  owned  by  the  holders  and  registered  owners 
thereof  joining  in  such  written  notice  (if  not  then  due  and  payable)  to  be 
due  and  payable,  and  upon  any  such  declaration  the  same  shall  become 
and  be  immediately  due  and  payable.  No  such  declaration  made  as  pro- 
vided in  this  Section  14  shall  affect  the  rights  of  any  holder  or  registered 
owner  of  any  Existing  Debentures,  Series  A Debentures  or  Series  B 
Debentures  not  joining  in  the  notice  to  the  trustee  under  the  Debenture 
Agreement  provided  for  in  this  Section  14,  or  operate  to  accelerate  the 
maturity  of  the  principal  of  any  Existing  Debentures,  Series  A Deben- 
tures or  Series  B Debentures  held  or  owned  by  any  such  holder  or 
registered  owner  not  joining  in  such  notice,  unless  such  holder  or  regis- 
tered owner  not  joining  in  such  notice  from  the  holders  or  registered 
owners  of  a majority  in  amount  of  the  Existing  Debentures,  Series  A 
Debentures  and  Series  B Debentures  then  outstanding  shall,  by  notice  in 
writing  to  the  trustee  under  the  Debenture  Agreement,  declare  that  he 
elects  to  have  the  principal  of  the  Existing  Debentures,  Series  A De- 
bentures and/or  Series  B Debentures  held  or  owned  by  him  become 
immed'ately  due  and  payable,  in  which  event  the  principal  of  the  Exist- 
ing Debentures,  Series  A Debentures  and/or  Series  B Debentures  held 
or  owned  by  such  holder  or  registered  owner  shall  become  and  be 


67 


Article  Nine. 
Sections  14,  15.  16. 


immediately  due  and  payable  with  the  same  force  and  effect  as  though 
such  holder  or  registered  owner  had  joined  in  the  notice  from  the  holders 
or  registered  owners  of  a majority  in  amount  of  the  outstanding  Exist- 
ing Debentures,  Series  A Debentures  and  Series  B Debentures  to  the 
trustee  under  the  Debenture  Agreement  hereinbefore  provided  for. 

Section  15.  In  case  at  any  time  any  proceeds  arising  from  the  Any  holder 
enforcement  of  this  Indenture  shall  be  collected  or  received  by  the  Trustee  owner'ofered 
hereunder  and  shall  become  available  for  distribution  among  the  holders  debentures 
of  the  obligations  secured  by  this  Indenture,  then  and  in  any  such  event  debentures 
any  holder  or  registered  owner  of  Existing  Debentures  or  of  Series  A proportionate 
Debentures,  whether  or  not  the  principal  of  said  Existing  Debentures  or  ceeds°a rising 
of  said  Series  A Debentures  shall  have  been  declared  to  be  or  shall  have^ent ®"f0ice" 
become  due  or  payable,  shall  be  entitled  at  his  option  to  receive  from  the  indenture- 
Trustee,  as  a payment  on  account  of  the  unpaid  principal  and/or  interest 
of  the  Existing  Debentures  or  Series  A Debentures  held  by  him,  his 
proportionate  share  of  any  such  proceeds  so  collected  or  received  by 
the  Trustee  upon  the  presentation  by  him  to  the  Trustee  at  its  office  in 
the  Borough  of  Manhattan,  City  of  New  York,  of  the  Existing  Debentures 
or  Series  A Debentures  held  or  owned  by  him  for  the  appropriate 
notation  thereon  of  such  payment. 

Section  16.  The,  Company  will  not  at  any  time  insist  upon  or  plead, 
or  in  any  manner  whatever  claim,  or  take  the  benefit  or  advantage  of,  stly^ex-61" 
any  stay  or  extension  law,  now  or  at  any  time  hereafter  in  force;  nor tension  laws- 
will  it  claim,  take  or  insist  upon  any  benefit  or  advantage  from  any  law 
now  or  hereafter  in  force  providing  for  the  valuation  or  appraisement  of 
the  property,  or  any  part  of  the  property,  subject  to  this  Indenture,  prior 
to  any  sale  or  sales  thereof  to  be  made  pursuant  to  any  provision  herein 
contained,  or  to  the  decree,  judgment  or  order  of  any  court  of  competent 
jurisdiction;  nor  after  any  such  sale  or  sales  will  it  claim  or  exercise  any 
right  under  any  statute  heretofore  or  hereafter  enacted  by  the  United 
States  or  by  any  State,  or  otherwise,  to  redeem  the  property  so  sold  or 
any  part  thereof ; and  the  Company  hereby  expressly  waives  all  benefit 
and  advantage  of  any  such  law  or  laws,  and  covenants  that  it  will  not 
hinder,  delay  or  impede  the  execution  of  any  power  herein  granted  or 
delegated  to  the  Trustee,  but  that  it  will  suffer  and  permit  the  execution 
of  every  such  power  as  though  no  such  law  or  laws  had  been  made  or 
enacted. 


Article  Nine. 
Sections  17,  18. 


68 


Trustee  may 
exercise 
right  of  entry 
on  commence- 
ment of  pro- 
ceedings to 
enforce  rights 
under  inden- 
ture Trustee 
entitled  to 
appointment 
of  receiver. 


Section  17.  Upon  filing  a bill  in  equity,  or  upon  commencement  of  any 
other  judicial  proceedings,  to  enforce  any  right  of  the  Trustee  or  of  the 
holders  of  the  obligations  secured  by  this  Indenture,  the  Trustee  shall  be 
entitled  to  exercise  the  right  of  entry  and  also  any  and  all  other  rights 
and  powers  herein  conferred  and  provided  to  be  exercised  by  the  Trustee 
upon  the  happening  of  an  event  of  default  as  hereinbefore  provided ; and, 
as  matter  of  right,  the  Trustee  shall  be  entitled  to  the  appointment  of  a 


receiver  of  the  premises  and  property  subject  to  this  Indenture,  and  of  the 
earnings,  income,  revenues,  rents,  issues  and  profits  thereof,  with  such 


powers  as  the  court  making  such  appointment  shall  confer;  but  notwith- 
standing the  appointment  of  any  receiver,  the  Trustee  shall  be  entitled,  as 
pledgee,  to  continue  to  retain  possession  and  control  of  any  stocks,  bonds, 
cash  and  other  property  pledged  or  to  be  pledged  hereunder. 


Company  may 
surrender 
possession 
of  property 
to  Trustee. 


Section  18.  At  any  time  hereafter  before  full  payment  of  the  obliga- 
tions secured  by  this  Indenture  and  whenever  it  shall  deem  expedient  for 
the  better  protection  or  security  of  such  obligations  (although  then  none  of 
the  events  of  default  shall  have  happened  entitling  the  Trustee  to  exercise 
the  rights  and  powers  conferred  by  Sections  1,  2 and  4 of  this  Article 
Nine),  the  Company,  with  the  consent  of  the  Trustee,  may  sur- 
render and  may  deliver  to  the  Trustee  full  possession  of  the  whole  or  of 
any  part  of  the  property,  premises  and  interests  hereby  conveyed  or 
assigned,  or  intended  so  to  be,  and  may  authorize  the  Trustee  to  collect 
the  dividends  and  interest  on  any  or  all  shares  of  stock,  bonds  and  other 
obligations  held  under  this  Indenture,  and  to  vote  upon  any  or  all  such 
shares  of  stock,  for  any  period  fixed  or  indefinite.  In  such  event  the 
Trustee  shall  enter  into  and  on  the  premises  and  property  so  surrendered 
and  delivered,  and  shall  take  and  receive  possession  thereof  for  such  period, 
fixed  or  indefinite,  as  aforesaid,  without  prejudice,  however,  to  its  right 
at  any  time  subsequently,  when  entitled  thereto  by  any  provision  hereof, 
to  insist  upon  maintaining  and  to  maintain  such  possession  though  beyond 
the  expiration  of  any  such  prescribed  period,  and  the  Trustee,  from  the 
time  of  its  entry  upon  such  premises  and  property,  shall  work,  maintain 
use,  manage,  control  and  employ  the  same  in  accordance  with  the  pro- 
visions of  this  Indenture,  and  shall  receive  and  apply  the  income  and 
revenues  thereof  as  provided  in  Section  1 of  this  Article  Nine.  Upon 
application  of  the  Trustee,  and  with  the  consent  of  the  Company,  if  none 
of  the  events  of  default  shall  have  happened,  and  without  such  consent  if 
one  or  more  of  the  events  of  default  shall  have  happened,  a receiver  may 


69 


Article  Nine. 
Sections  18,  19. 


be  appointed  to  take  possession  of,  and  to  operate,  maintain  and  manage 
the  whole  or  any  part  of  the  property  subject  to  this  Indenture,  and  the 
Company  shall  transfer  and  deliver  to  such  receiver  all  such  property, 
wheresoever  the  same  may  be  situated ; and  in  every  case,  when  a receiver 
of  the  whole  or  of  any  part  of  said  property  shall  be  appointed  under  this 
Section  18,  or  otherwise,  the  net  income  and  profits  of  such  property  shall 
be  paid  over  to,  and  shall  be  received  by  the  Trustee,  for  the  benefit  of  the 
holders  of  the  obligations  secured  by  this  Indenture ; provided,  however, 
that,  notwithstanding  the  appointment  of  any  such  receiver,  the  Trustee, 
as  pledgee,  shall  be  entitled  to  retain  possession  and  control  of  any  stocks, 
bonds,  cash  and  other  property  pledged  or  to  be  pledged  hereunder. 

Section  19.  No  holder  of  any  obligation  secured  by  this  Indenture 
or  of  any  coupon  appurtenant  thereto  shall  have  any  right  to  institute  any 
suit,  action  or  proceeding  in  equity  or  at  law  for  the  foreclosure  of  this 
Indenture,  or  for  the  execution  of  any  trust  hereunder,  or  for  any  other 
remedy  hereunder,  unless  such  holder  previously  shall  have  given  to  the 
Trustee  written  notice  that  some  event  of  default  specified  in  such  notice 
has  happened,  nor  unless  also  the  holders  of  twenty  per  cent,  in  amount 
of  the  obligations  secured  by  this  Indenture  then  outstanding  shall  have 
made  written  request  upon  the  Trustee,  and  shall  have  afforded  it  a rea- 
sonable opportunity  either  to  proceed  to  exercise  the  powers  hereinbefore 
granted,  or  to  institute  such  action,  suit  or  proceeding  in  its  own  name; 
nor  unless,  also,  they  shall  have  offered  to  the  Trustee  adequate  security 
and  indemnity  to  it  against  the  costs,  expenses  and  liabilities  to  be  incurred 
therein  or  thereby;  and  such  notification,  request  and  offer  of  indem- 
nity are  hereby  declared  in  every  such  case,  at  the  option  of  the  Trustee, 
to  be  conditions  precedent  to  the  execution  of  the  powers  and  trusts  of  this 
Indenture  and  to  any  action  or  cause  of  action  for  foreclosure  or  for  the 
appointment  of  a receiver  or  for  any  other  remedy  hereunder;  it  being 
understood  and  intended  that  no  one  or  more  holders  of  the  obligations 
secured  by  this  Indenture  or  of  the  coupons  appurtenant  thereto  shall 
have  any  right  in  any  manner  whatsoever  by  his  or  their  action  to  affect, 
disturb  or  prejudice  the  lien  of  this  Indenture,  or  to  enforce  any  right 
hereunder,  except  in  the  manner  herein  provided,  and  that  all  proceedings 
at  law  or  in  equity  shall  be  instituted,  had  and  maintained  in  the  manner 
herein  provided  and  for  the  benefit  of  all  holders  of  the  obligations 
secured  by  this  Indenture. 


Holders  of 
obligations 
not  to  sue 
until  appli- 
cation made 
to  Trustee. 


Article  Nine. — Sections  20,  21,  22. 
Article  Nine — Sections  20,  21,  22. 

70 


Remedies 

cumulative. 


Delay  no 
waiver. 


Upon  discon- 
tinuance of 
proceeding 
to  enforce 
rights  under 
indenture 
Company  and 
Trustee  to  be 
restored  to 
former  posi- 
tion and 
rights. 


Stockholders, 
Officers  and 
Directors 
exempted 
from  liability. 


Section  20.  Except  as  herein  expressly  provided  to  the  contrary,  no 
remedy  herein  conferred  upon  or  reserved  to  the  Trustee,  or  to  the  holders 
of  the  obligations  secured  by  this  Indenture,  is  intended  to  be  exclusive 
of  any  other  remedy  or  remedies,  and  each  and  every  such  remedy  shall 
be  cumulative,  and  shall  be  in  addition  to  every  other  remedy  given  here- 
under or  now  or  hereafter  existing  at  law  or  in  equity  or  by  statute. 

Section  21.  No  delay  or  omission  of  the  Trustee  or  of  any  holder 
of  obligations  secured  by  this  Indenture,  to  exercise  any  right  or  power 
accruing  upon  any  default,  shall  impair  any  such  right  or  power  or  shall 
be  construed  to  be  a waiver  of  any  such  default,  or  an  acquiescence  therein; 
and  every  power  and  remedy  given  by  this  Article  Nine  to  the  Trustee 
and  to  the  holders  of  the  obligations  secured  by  this  Indenture,  respec- 
tively, may  be  exercised  from  time  to  time,  and  as  often  as  may  be 
deemed  expedient,  by  the  Trustee  or  by  the  holders  of  such  obligations 
respectively. 

Section  22.  In  case  the  Trustee  shall  have  proceeded  to  enforce  any 
right  under  this  Indenture  by  foreclosure,  entry  or  otherwise,  and  such 
proceedings  shall  have  been  discontinued  or  abandoned  because  of  waiver 
or  for  any  other  reason,  or  shall  have  been  determined  adversely  to  the 
Trustee,  then,  and  in  every  such  case,  the  Company  and  the  Trustee  shall 
severally  and  respectively  be  restored  to  their  former  position  and  rights 
hereunder  in  respect  of  the  trust  estate,  and  all  rights,  remedies  and 
powers  of  the  Trustee  shall  continue  as  though  no  such  proceedings  had 
been  taken. 


ARTICLE  TEN. 

Immunity  of  Stockholders,  Officers  and  Directors. 

No  recourse  under  or  upon  any  obligation,  covenant  or  agreement  con- 
tained in  this  Indenture  or  in  any  First  Mortgage  Bond  or  coupon  shall  be 
had  against  any  incorporator,  stockholder,  officer  or  director,  as  such,  past, 
present  or  future,  of  the  Company,  or  of  any  successor  corporation,  either 
directly  or  through  the  Company,  whether  by  virtue  of  any  constitutional 
provision,  statute,  or  rule  of  law,  or  by  the  enforcement  of  any  assessment, 
or  by  any  legal  or  equitable  proceeding,  or  otherwise ; it  being  expressly 
agreed  and  understood  that  this  Indenture  and  the  First  Mortgage  Bonds 
are  solely  corporate  obligations,  and  that  no  personal  liability  whatever 


71 


Article  Ten. 
Article  Eleven. 


shall  attach  to  or  be  incurred  by  tbe  incorporators,  stockholders,  officers 
or  directors,  as  such,  past,  present  or  future,  of  the  Company,  or  of  any 
successor  corporation,  or  any  of  them,  because  of  the  incurring  of  the 
indebtedness  represented  by  the  First  Mortgage  Bonds,  or  under  or  by 
reason  of  any  of  the  obligations,  covenants  or  agreements  contained  in  this 
Indenture,  or  in  any  of  the  First  Mortgage  Bonds,  or  implied  therefrom; 
and  that  any  and  all  personal  liability  of  every  kind  and  nature,  and  any 
and  all  rights  and  claims  against  every  such  incorporator,  stockholder, 
officer  or  director,  as  such,  past,  present  or  future,  whether  arising  at 
common  law  or  in  equity,  or  created  by  constitution  or  statute,  are  hereby 
expressly  released  and  waived  as  a condition  of,  and  as  part  of  the 
consideration  for,  the  execution  of  this  Indenture. 


ARTICLE  ELEVEN. 

Acts  and  Apparent  Authority  of  Holders  of  Obligations  Secured 

by  this  Indenture. 

Any  demand,  request  or  other  instrument  provided  by  this  Indenture  ^°t™usn°ents 
to  be  signed  and  executed  by  holders  of  the  obligations  secured  by  f,y  hoidersUted 
Indenture,  may  be  in  any  number  of  concurrent  writings  of  similar  tenor,  tums'secured 
and  may  be  signed  or  executed  by  such  holders  in  person  or  by  agent  br  indenture, 
appointed  in  writing.  Proof  of  the  execution  of  any  such  demand, 
request  or  other  instrument,  or  of  the  writing  appointing  any  such  agent, 
and  of  the  ownership  by  any  person  of  obligations  in  coupon  form  trans- 
ferable by  delivery,  shall  be  sufficient  for  any  purpose  of  this  Indenture, 
and  shall  be  conclusive  in  favor  of  the  Trustee  or  of  the  Company,  with 
regard  to  due  action  taken  by  the  Trustee  or  by  the  Company  under  such 
instrument,  if  such  proof  be  made  in  the  following  manner: 


(a)  The  fact  and  date  of  the  execution  by  any  person  of  any 
such  demand,  request,  or  other  instrument  or  writing  may  be  proved 
by  the  certificate  of  any  notary  public,  or  other  officer  authorized  to 
take  acknowledgments  of  deeds  to  be  recorded  in  the  State  of  New 
York,  that  the  person  signing  such  request  or  other  instrument 
acknowledged  to  him  the  execution  thereof,  or  by  an  affidavit  of  a 
witness  to  such  execution. 

( b ) The  fact  of  the  holding  by  any  holder  of  obligations  secured 
by  this  Indenture  in.  coupon  form,  transferable  by  delivery,  and  the 
kinds,  amounts,  and  issue  numbers  of  such  obligations,  and  the 


- — -(a)  Proof 
of  exectotion  ; 


— (6)  Proof 
of  holding  of 
obligations 
transferable 
by  delivery, 
the  kinds, 
amounts, 
numbers  and 
date  of  hold- 
ing thereof. 


Article  Eleven. 

Article  Twelve. — Section  1. 


72 


date  of  his  holding  the  same,  may  be  proved  by  a certificate  ex- 
ecuted by  any  trust  company,  bank,  bankers  or  other  depositary 
(wherever  situated),  if  such  certificate  shall  be  deemed  by  the  Trus- 
tee to  be  satisfactory,  showing  that  at  the  date  therein  mentioned 
such  person  had  on  deposit  with  or  exhibited  to  such  depositary 
the  obligations  described  in  such  certificate.  For  all  purposes  of 
this  Indenture  and  of  any  proceeding  pursuant  hereto  for  the 
enforcement  hereof  or  otherwise,  such  person  shall  be  deemed  to 
continue  the  holder  of  such  obligations  until  the  Trustee  shall  have 
received  notice  in  writing  to  the  contrary. 


- — (c)  Proof 
of  ownership 
of  registered 
obligations. 


( c ) The  ownership  of  registered  obligations  secured  by  this 
Indenture  in  coupon  form  or  of  registered  obligations  secured  by 
this  Indenture  without  coupons  shall  be  proved  by  the  registers  of 
such  obligations. 


ARTICLE  TWELVE. 
Releases  of  Mortgaged  Property. 


Release  of 
property 
authorized, 
provided : 


Section  1.  From  time  to  time,  while  the  Company  is  in  possession  of 
the  mortgaged  premises,  the  Trustee,  upon  the  request  of  the  Company 
as  hereinafter  provided,  shall  release  from  the  lien  and  operation  of  this 
Indenture  any  part  of  the  mortgaged  premises  and  property  (including 
stocks,  bonds  or  other  obligations),  provided: 


— (a.)  Direct- 
ors deem  it  no 
longer  neces- 
sary or 
advantageous 
in  operation  or 
maintenance 
of  remaining 
properties  ; 


— ( b ) Com- 
pany shall 
have 

sold  or  ex- 
changed, or 
contracted  to 
sell  or 
exchange 
property 
released  ; 

— (c)  No 
stock  of  sub- 
sidiary or 
controlled 
company  shall 
be  sold 

unless  all  such 
stock  shall  be 
sold,  or  unless 


( a ) that  no  part  of  the  mortgaged  premises  or  property  shall 
be  released  unless  in  the  judgment  of  the  board  of  directors  of  the 
Company  the  use  thereof  shall  no  longer  be  necessary  or  advan- 
tageous in  the  operation,  maintenance  or  use  of  the  remaining 
properties  subject  to  this  Indenture,  or  of  use  in  conducting  the 
business  of  the  Company; 

( b ) that  no  release  shall  be  made  unless  the  Company  shall 
have  sold  or  exchanged,  or  shall  have  contracted  to  sell  or  to 
exchange,  the  property  so  to  be  released ; and 

(c)  that  no  stocks  of  any  subsidiary  or  controlled  company, 
pledged  hereunder,  shall  be  sold  unless  either  the  Company  shall 
have  sold  all  the  stocks  of  such  subsidiary  or  controlled  com- 
pany pledged  hereunder,  or  unless  the  remaining  stocks  of  any 
such  Company  owned  by  the  Company  and  pledged  hereunder, 


73 


Article  Twelve. 
Sections  2,  3. 


after  such  sale  shall  be  completed,  will  constitute  upwards  of  a after  such 

sale  the  Com- 

majority  of  the  respective  classes  of  stock  so  sold  or  of  the  stock  pany  owns 

. . majority  of 

of  said  Company  having  voting  power;  such  stock; 


( d ) that  the  money  or  property  received  or  to  be  received 
upon  such  sale  or  exchange  is  of  a value  at  least  equal  to  the  value 
of  the  property  to  be  released. 


— (d)  consid- 
eration re- 
ceived at 
least  equal 
to  value  of 
property 
released. 


Section  2.  The  Company,  while  in  possession  of  the  mortgaged  sale  of  prop- 
premises,  may,  after  delivery  by  it  to  the  Trustee  of  resolutions  and  a sidiaryor 
certificate  as  in  Section  5 of  this  Article  Twelve  provided,  and  after  receipt  company^ 
of  the  written  consent  of  the  Trustee,  permit  any  subsidiary  or  controlled' 
company  of  the  Company  to  sell  its  property  or  any  part  thereof,  provided:  provided: 


(a)  that  no  part  of  the  property  of  any  such  subsidiary  or  con-— <“>  Dir.®®t- 

' ' r c J J ors  deem  it  no 

trolled  company  shall  be  sold  unless  in  the  judgment  of  the  board  of  longer  neces- 

r J ° sary  or  ad- 

directors  of  the  Company  the  use  thereof  shall  no  longer  be  neces-  vantageous 

, . . in  operation 

sary  or  advantageous  in  the  operation,  maintenance  or  use  of  the  or  mainte- 

..  ..  . . T i r • . nance  of 

properties  then  subject  to  this  Indenture,  or  of  use  in  conducting  properties 
the  business  of  such  subsidiary  or  controlled  company  or  of  the  indenture. 
Company ; and 

( b ) that  the  money  or  property  received  or  to  be  received  upon  —(b)  consid- 
such  sale  is  of  a value  at  least  equal  to  the  value  of  the  property  ceived  at 

. . , least  equal 

SO  to  be  SOld  ; to  value  of 

property 

and  the  Trustee,  the  written  consent  of  the  Trustee  having  been  so  given, sollL 
shall  do  all  acts  requisite  on  its  part  to  consummate  such  sale. 


Section  3.  If,  by  a final  decree  of  any  competent  court  having  juris- Property  the 

diction  in  the  premises,  the  Company  shall  be  required  to  part  with  the  possession’ 

. . . or  operation 

ownership,  possession  or  operation  of  any  portion  or  portions  of  the  trust  of  which  is 

, , , . , denied  Com- 

estate,  then  and  in  any  such  event  the  portion  with  which  it  may  be  so  pany  by 

decree  of 

required  to  part  shall,  notwithstanding  the  foregoing  provisions  of  this  court,  to  be 

released 

Article  Twelve,  be  released  from  the  lien  of  this  Indenture 

(a)  if  the  Trustee  is  a party  to  the  action  or  proceeding  in 
which  such  decree  shall  have  been  entered,  on  such  terms  and 
conditions  as  in  such  decree  may  be  prescribed ; or 

( b ) if  the  Trustee  is  not  a party  to  such  action  or  proceeding, 
on  such  terms  and  conditions  as  may  be  satisfactory  to  the  Trustee 
in  its  discretion  or  as  may  be  prescribed  by  the  decree  of  any 


Article  Twelve. 
Sections  4,  5. 


74 


court  of  competent  jurisdiction  in  an  action  or  proceeding  brought 
by  the  Trustee  or  to  which  it  is  a party. 


Company  may 
dispose  of 
obsolete 
machinery 
and  imple- 
ments. 


Action  of 
Trustee  only 
on  request 
by  resolution 
of  Directors. 

Certified  copy 
of  resolution 
to  be  delivered 
to  Trustee. 
Certificate  of 
Corporate 
Officers  to  be 
filed  with 
Trustees  ; 

— contents  of 
certificate. 


Resolution 
and  certificate 
may  be 
accepted  by 
Trustee  as 
conclusive 
evidence  of 
facts  therein 
set  forth. 


Section  4.  The  Company,  while  in  possession  of  the  mortgaged  prem- 
ises, shall  also  have  full  power,  in  its  discretion,  from  time  to  time,  to 
dispose  of  any  portion  of  the  machinery,  tools  and  implements  at  any  time 
held  subject  to  the  lien  hereof,  which  may  have  become  obsolete  or  other- 
wise unfit  for  use,  replacing  the  same  by  new  tools,  machinery  or  imple- 
ments of  at  least  equal  value,  which  shall  thereupon  and  ipso  facto . be  and 
become  subject  to  the  lien  of  this  Indenture. 

Section  5.  All  action  on  the  part  of  the  Trustee  called  for  by  this 
Article  Twelve  shall  be  requested  by  resolution  of  the  board  of  directors 
of  the  Company,  a copy  of  which,  certified  by  its  secretary  or  an  assistant 
secretary,  shall  be  delivered  to  the  Trustee.  The  Company,  when  request- 
ing any  action  hereunder,  shall  also  file  with  the  Trustee  a certificate 
signed  by  the  president  or  a vice-president  of  the  Company,  and  by  its 
treasurer  or  secretary  under  its  corporate  seal,  which  shall  set  forth 

(a)  a description  of  the  property  a release  of  which,  or  per- 
mission or  consent  for  the  sale  of  which,  or  other  dealing  with 
which,  is  requested ; 

(b)  the  selling  price  of  the  property  a release  of  which  is 
requested,  or  permission  or  consent  for  the  sale  of  which  is  sought, 
and  a description  of  the  property,  if  any,  to  be  received  in  exchange 
therefor ; 

(c)  the  fair  value  of  the  property  a release  of  which  is 
requested,  or  permission  or  consent  for  the  sale  of  which  is  sought ; 
if  the  same  is  to  be  sold  the  price  to  be  received  therefor;  and  if 
any  property  is  to  be  received  in  exchange  therefor  the  fair  value 
thereof ; and 

( d ) such  matters  as  it  shall  be  necessary  to  establish  in  order 
to  show  that  the  release  of,  or  other  dealing  with,  the  property 
forming  the  subject  of  such  request  is  authorized  under  the  pro- 
visions and  restrictions  of  this  Article  Twelve. 

Such  resolution  and  certificate  may  be  received  by  the  Trustee  as 
conclusive  evidence  of  any  of  the  facts  mentioned  in  this  Article  Twelve 
required  to  be  established  in  order  to  a”thorize  the  action  sought  in  respect 


75 


Article  Twelve. 
Sections  5,  6. 


of  any  property  forming'  the  subject  of  such  resolution  and  certificate,  and  — but  Trustee 

^ . ir.  may  require 

shall  be  full  warrant  to  the  Trustee  for  any  action  taken  on  the  faith  additional 
thereof;  but  the  Trustee,  in  its  discretion,  may,  but  shall  be  under  no 
obligation  to,  require  at  the  cost  and  expense  of  the  Company  such  further 
and  additional  evidence,  by  appraisal  of  the  property  sought  to  be  released 
or  otherwise,  as  to  the  Trustee  may  seem  reasonable. 

Section  6.  The  proceeds  of  any  and  all  sales  pursuant  to  this  Article  Proceeds  of 

1 - 1 sales  of  prop- 

Twelve  of  property  subject  to  the  lien  of  this  Indenture,  and  all  moneys  er*y t0  be  de- 

1 1 J J J ' posited  with 

received  as  compensation  for  any  property  subject  to  the  lien  of  this  Trustee- 
Indenture  taken  by  exercise  of  the  power  of  eminent  domain  or  otherwise, 
shall  be  deposited  with  the  Trustee. 

Any  moneys  received  by  the  Trustee  pursuant  to  the  provisions  of  Application 
this  Article  Twelve  shall  be  held  by  the  Trustee  as  further  security  here- proceeds, 
under,  and,  the  Company  not  being  in  default  under  this  Indenture,  may, 
from  time  to  time,  at  the  election  of  the  Company,  be  paid  over  by  the 
Trustee  to  the  Company  to  reimburse  it,  in  full,  for  expenditures  not 
otherwise  reimbursed,  made  by  it  after  the  receipt  of  such  moneys  by  the 
Trustee,  for  constructing  or  acquiring  betterments,  improvements,  develop- 
ments, extensions  or  additions  to  or  upon  the  Company’s  plants  or  prop- 
erties or  for  the  acquisition  of  additional  property  subject  to  the  lien 
of  this  Indenture  or,  in  case  all  the  Existing  Debentures  and  Series  A 
Debentures,  principal  and  interest,  to  the  extent  secured  by  this  Indenture 
shall  have  been  fully  paid  and  discharged,  whether  through  the  exchange 
of  said  Existing  Debentures  and  Series  A Debentures  as  provided  in 
this  Indenture,  or  otherwise,  at  the  option  of  the  Company,  to  the  redemp- 
tion of  First  Mortgage  Bonds  in  the  manner  provided  by  Article  Four 
of  this  Indenture. 

The  Trustee  may  accept  as  conclusive  evidence  of  facts  entitling  the 
Company  to  withdraw  money  under  the  provisions  of  this  Section  6,  a 
resolution  of  the  board  of  directors  of  the  Company,  together  with  a 
certificate  signed  by  its  president  or  a vice-president  and  by  its  secre- 
tary or  treasurer,  and  an  opinion  of  counsel  satisfactory  to  the  Trustee 
(who  may  be  of  counsel  to  the  Company)  that  such  betterments, 
improvements,  developments,  extensions  or  additions  are  owned  by  the 
Company  and  subject  to  the  lien  of  this  Indenture.  The  Trustee  may 
accept  the  certificate  of  the  trustee  under  the  Debenture  Agreement  as 
to  the  payment  and  discharge  of  the  Existing  Debentures  and  Series  A 
Debentures  issued  under  the  Debenture  Agreement  and  the  Supplemental 


Purchasers 
not  required 
to  see  to  ap- 
plication of 
purchase 
money. 

Receiver  in 
possession 
may  exercise 
rights  of 
Company. 


Condition  of 
acceptance 
of  trust : 


— not  required 
to  see  to 
record, 

registry,  filing 
or  refiling  of 
indenture ; 


— compensa- 
tion of 
Trustee ; 


Article  Twelve — Sections  6,  7,  8. 

Article  Thirteen — Section  1. 

76 

Agreement  as  conclusive  evidence  of  any  statements  therein  contained, 
and  shall  be  fully  protected  for  any  action  taken  or  permitted  by  the 
Trustee  in  reliance  on  any  such  certificate. 

Section  7.  In  no  event  shall  any  purchaser  or  purchasers  of  any 
property  sold  or  disposed  of  under  any  provisions  of  this  Article  Twelve 
be  required  to  see  to  the  application  of  the  purchase  money. 

Section  8.  In  case  the  mortgaged  premises  shall  be  in  the  possession 
of  a receiver  lawfully  appointed,  the  powers  in  and  by  this  Article  Twelve 
conferred  upon  the  Company  may  be  exercised  by  such  receiver  with  the 
approval  of  the  Trustee,  and  if  the  Trustee  shall  be  in  possession  of  the 
mortgaged  premises  under  any  provision  of  this  Indenture,  then  all  the 
powers  by  this  Article  Twelve  conferred  upon  the  Company  may  be 
exercised  by  the  Trustee  in  its  discretion. 

ARTICLE  THIRTEEN. 

Concerning  the  Trustee. 

Section  1.  The  Trustee  accepts  the  trusts  of  this  Indenture  and  agrees 
to  execute  them  upon  the  terms  and  conditions  hereof,  including  the 
following: 

(a)  The  Trustee  shall  be  under  no  obligation  to  see  to  the 
record,  registry,  filing  or  refiling  of  this  Indenture  or  of  any  supple- 
mental indenture  or  to  the  delivery  to  the  Trustee  of  any  of  the 
bonds,  obligations  or  stocks  specified  in  the  Granting  Clauses 
hereof  or  at  any  time  becoming  subject  hereto;  or,  while  not  in 
possession  thereof,  to  see  to  the  insurance  of  the  mortgaged  prem- 
ises, or  to  the  payment  of  taxes  and  assessments  thereon  or  on  the 
trust  estate;  or  to  the  performance  or  observance  of  any  of  the 
covenants  and  agreements  hereof  on  the  part  of  the  Company  to 
be  performed. 

( b ) The  Trustee  shall  be  entitled  to  reasonable  compensation 
for  all  services  rendered  by  it  in  the  execution  of  the  trusts  hereby 
created,  and  the  Company  agrees  to  pay  promptly  from  time  to 
time  as  such  services  are  rendered  and  as  such  expenses  are  in- 
curred, such  compensation,  as  well  as  all  reasonable  expenses 
necessarily  incurred  by  the  Trustee  hereunder,  including  the  com- 
pensation and  expenses  of  counsel  for  the  Trustee,  and  if  not 


77 


Article  Thirteen. 

Section  1. 


promptly  paid  the  Trustee  shall  have  a lien  therefor  upon  the  trust 
estate  as  provided  in  sub-paragraph  ( g ) of  this  Section  1. 

(c)  The  Trustee  shall  not  be  responsible  in  any  manner  what-  —not  respon- 
soever  for  any  of  the  recitals  herein  contained,  all  of  which  are  recitals; 
made  by  the  Company  solely. 

( d ) Unless  and  until  the  Trustee  shall  have  received  written —may  assume 
notice  to  the  contrary  from  the  holders  of  not  less  than  twenty  per  exists  until 
cent,  in  amount  of  the  obligations  secured  by  this  Indenture  then  holders  ofY 
outstanding,  in  the  payment  of  the  interest  on  which  or  of  the  prin-  gatfons°bh 
cipal  of  which  default  shall  have  been  made,  the  Trustee  may,  for 

all  the  purposes  of  this  Indenture,  assume  that  no  default  has  been 
made  in  the  payment  of  any  of  the  obligations  secured  by  this 
Indenture  or  of  the  interest  thereon,  and  unless  and  until  the 
Trustee  shall  have  received  written  notice  to  the  contrary  from 
the  holders  of  not  less  than  twenty  per  cent,  in  amount  of  the 
obligations  secured  by  this  Indenture  then  outstanding,  the  Trustee 
may,  for  all  the  purposes  of  this  Indenture,  assume  that  no  default 
has  been  made  in  the  observance  or  performance  of  any  other 
of  the  covenants  contained  in  the  obligations  secured  by  this 
Indenture  or  in  this  Indenture ; that  no  receiver  has  been  appointed 
of  the  Company  or  of  the  mortgaged  premises ; that  the  Company 
is  not  in  default  under  this  Indenture;  that  none  of  the  events 
hereinbefore  denominated  events  of  default  has  happened ; that 
no  default  has  been  made  by  any  company,  stock  of  which  shall 
be  pledged  under  this  Indenture,  in  the  payment  of  the  principal 
or  interest  of  any  bond  or  obligation ; that  no  receiver  has  been 
appointed  of  any  such  company  or  of  its  property;  and  that  the 
Company  is  not  otherwise  in  default  hereunder. 

( e ) The  Trustee  shall  not  be  under  any  obligation  to  take  — not  required 
any  action  toward  the  execution  or  enforcement  of  the  trusts  incfemnifild3; 
by  this  Indenture  created  which,  in  the  opinion  of  the  Trustee, 

will  be  likely  to  involve  it  in  expense  or  liability,  unless  one  or 
more  of  the  holders  of  the  obligations  secured  by  this  Inden- 
ture shall,  as  often  as  required  by  the  Trustee,  furnish  rea-  — not  required 
sonable  security  and  indemnity  to  the  Trustee  against  such  notice  of 
expense  or  liability;  nor  shall  the  Trustee  be  required  to  unless  noti- 
take  notice  of  any  default  hereunder  unless  notified  in  writing  holders  of 
of  such  default  by  the  holders  of  obligations  secured  by  this  obligations ; 


Article  Thirteen. 
Section  1. 


78 


— discretion 
not  affected ; 


Indenture  then  outstanding  in  the  amounts  specified  in  the  next 
preceding  clause  (d)  ; nor  to  take  any  action  in  respect  of  any 
such  default  involving  expense  or  liability  unless  requested  by  an 
instrument  in  writing  signed  by  the  holders  of  obligations  se- 
cured by  this  Indenture  then  outstanding  in  the  amount  specified 
in  said  clause  (d) , and  unless  tendered  reasonable  security  and 
indemnity  as  aforesaid,  anything  herein  contained  to  the  contrary 
notwithstanding;  but  neither  any  such  notice  or  request,  nor 
this  provision  therefor  shall  affect  any  discretion  herein  given 
to  the  Trustee  to  determine  whether  or  not  the  Trustee  shall  take 
action  in  respect  to  such  default,  or  to  take  action  without  such 
request  if  in  its  discretion  it  shall  so  determine  to  do. 


— not  liable 
except  for 
wilful  mis- 
conduct or 
gross 

negligence ; 


— Trustee  to 
be  reimbursed 
and  indemni- 
fied ; 

- — to  have 
prior  lien  for 
compensation 
and  expenses ; 


Protected  in 
acting  on 
advice  of 
counsel ; 


— Protected  in 
acting  upon 
documents 
believed  to  be 
genuine ; 


— may  deal 
in  obligation 
secured  by 
indenture ; 


(/)  The  Trustee  may  employ  agents  and  attorneys  in  fact,  and 
shall  not  be  answerable  for  the  default  or  misconduct  of  any  agent 
or  attorney  appointed  by  it,  in  pursuance  hereof,  if  such  agent  or 
attorney  shall  have  been  selected  with  reasonable  care.  Nor  shall 
the  Trustee  be  responsible  for  anything  whatever  in  connection 
with  this  trust,  except  its  own  wilful  misconduct  or  gross  negli- 
gence. 

(g)  The  Trustee  shall  be  reimbursed  and  indemnified  against 
any  liability  or  damage  it  may  sustain  or  incur  in  the  premises,  and 
shall  have  a lien  upon  the  trust  estate  under  this  Indenture  prefer- 
ential to  the  obligations  secured  by  this  Indenture  and  to  the 
coupons  and  claims  for  interest  appurtenant  thereto,  for  its  com- 
pensation and  expenses,  including  the  proper  compensation  of  its 
agents  and  attorneys,  and  also  for  any  such  liability  or  damages. 

( li ) The  Trustee  may,  at  the  expense  of  the  Company,  ad- 
vise with  legal  counsel,  and  shall  be  fully  protected  in  respect  of  any 
action  under  this  Indenture,  taken  or  omitted  in  good  faith  by 
the  Trustee  in  accordance  with  the  opinion  of  counsel. 

( i ) The  Trustee  shall  be  protected  in  acting  upon  any  notice, 
request,  consent,  certificate,  bond,  obligation,  certificate  of  stock 
or  other  paper  or  document  believed  by  it  to  be  genuine  and  to 
have  been  signed  by  the  proper  party  or  parties. 

(/)  The  Trustee  may  acquire,  hold  and  dispose  of  any  class 
of  the  obligations  secured  by  this  Indenture  with  the  same  rights 
which  it  would  have  if  not  trustee  hereunder. 


79 


Article  Thirteen. 
Section  1,  2. 


( k ) Whenever  under  any  provisions  of  this  Indenture  the  —may  rely 
Trustee  is  required  to,  or  in  its  discretion  may,  act,  or  refrain  executed 
from  acting,  the  Trustee,  in  all  cases  not  otherwise  specifically  rateesea°irpo" 
provided  for  in  this  Indenture,  may  rely  upon  a certificate  signed  byCcertPifled d 
by  the  president  or  a vice-president,  and  by  the  treasurer  or  secre-  u°uon £ res°' 
tary  of  the  Company,  under  its  corporate  seal,  when  accompanied  ^execution, 
by  a certified  copy  of  a resolution  of  the  board  of  directors  of 
the  Company,  certified  by  its  secretary  or  an  assistant  secretary 
under  its  corporate  seal,  authorizing  the  execution  of  such  certifi- 
cate. The  Trustee  may  accept  any  statement  contained  in  such — may  accept 
certified  copy  of  resolution  or  such  certificate  as  conclusive  evidence  statements  in 

such  cer- 

of  any  matter  or  thing  therein  set  forth,  and  shall  be  fully  pro- tificate. 
tected  for  any  act  or  omission  suffered  by  it  upon  the  faith  thereof. 


(/)  Wherever  in  this  Indenture  the  board  of  directors  of  Term  “board 

of  directors” 

the  Company  is  referred  to,  the  term  board  of  directors  shall  be  includes 

• executive 

deemed  and  held  to  include  the  executive  committee  of  said  board,  committee, 
and  any  action  which  under  any  of  the  provisions  of  this  Indenture 
is  required  or  permitted  to  be  taken  by  the  board  of  directors  of 
the  Company  may  be  taken  by  the  executive  committee  of  said 
board  with  the  same  force  and  effect  as  if  taken  by  said  board  of 
directors,  and  the  Trustee  shall  be  protected  in  acting  upon  any 
resolution  of  the  executive  committee  of  said  board  of  directors 
or  certified  copy  thereof  to  the  same  extent  and  in  the  same 
manner  as  if  said  resolution  had  been  adopted  by  said  board  of 
directors  and  not  by  said  executive  committee. 


(w)  The  Trustee  under  this  Indenture  shall  be  entitled  tOTrusteemay 
rely  upon  a certificate  signed  or  purporting  to  be  signed  by  or  on  ufica°te  of r 
behalf  of  the  trustee  under  the  Debenture  Agreement  as  con-o ebcnt u re" d 
elusive  evidence  of  any  and  all  statements  contained  in  any  such Agieement- 
certificate,  and  the  Trustee  under  this  Indenture  shall  not  be 
liable  or  responsible  for  any  action  taken  or  suffered  by  it  in 
reliance  upon  any  such  certificate. 


Section  2.  The  Trustee  may  resign  and  be  discharged  from  the  trust  Trustee  may 

resign  nfter 

created  by  this  Indenture  by  giving  to  the  Company  notice  in  writing  swing 
of  such  resignation,  specifying  a date  when  such  resignation  shall  take 
effect,  which  notice  shall  be  published  at  least  once,  on  a day  not  less 
than  thirty  days  nor  more  than  sixty  days  prior  to  the  date  so  specified, 


Removal  of 
Trustee. 


Merger  or 
consolidation 
of  Trustee  or 
successors. 


Appointment 
of  successor 
Trustee : 


Article  Thirteen. 

Sections  2,  3,  4. 

80 

in  a daily  newspaper  of  general  circulation  in  the  Borough  of  Manhattan, 
in  the  City  and  State  of  New  York.  Such  resignation  shall  take  effect  on 
the  day  specified  in  such  notice,  unless  previously  a successor  trustee 
shall  be  appointed  as  hereinafter  provided,  in  which  event  such  resigna- 
tion shall  take  effect  immediately  upon  the  appointment  of  such  successor 
trustee. 

The  Trustee  or  any  successor  hereunder  may  be  removed  at  any 
time  by  an  instrument  in  writing  under  the  hands  of  the  holders  of  two- 
thirds  in  amount  of  the  obligations  secured  by  this  Indenture  at  the  time 
outstanding,  or  their  attorneys  thereunto  duly  authorized.  Upon  resigna- 
tion or  removal,  the  Trustee,  or  any  successor  trustee,  shall  be  entitled 
to  the  payment  of  its  disbursements,  expenses  and  reasonable  charges  for 
the  services  rendered  by  such  trustee  in  the  management  of  the  trust. 

Section  3.  Any  company  into  which  the  Trustee,  or  any  successor 
to  it  in  the  trusts  created  by  this  Indenture,  may  be  merged,  or  with 
which  it,  or  any  such  successor  to  it,  may  be  consolidated,  or  any  com- 
pany resulting  from  any  merger  or  consolidation  to  which  the  Trustee, 
or  any  such  successor  to  it,  shall  be  a party  (provided  such  successor 
company  shall  be  a corporation  organized  under  the  laws  of  the  State  of 
New  York  and  shall  have  an  office  for  the  transaction  of  business  in  the 
Borough  of  Manhattan,  in  the  City  of  New  York),  shall  be  the  successor 
Trustee  under  this  Indenture,  without  the  execution  or  filing  of  any  paper 
or  any  further  act  on  the  part  of  any  of  the  parties  hereto,  anything  herein 
contained  to  the  contrary  notwithstanding.  In  case  any  of  the  First  Mort- 
gage Bonds  shall  have  been  authenticated,  but  not  delivered,  any  such  suc- 
cessor Trustee  may  adopt  the  certificate  of  authentication  of  Central  Union 
Trust  Company  of  New  York,  or  of  any  successor  to  it,  as  Trustee  here- 
under, and  deliver  the  same  so  authenticated;  and  in  case  any  of  the 
First  Mortgage  Bonds  shall  not  have  been  authenticated,  any  successor 
Trustee  may  authenticate  such  bonds  either  in  the  name  of  any  prede- 
cessor Trustee  or  in  the  name  of  such  successor  Trustee,  and  in  all 
such  cases  such  certificate  shall  have  the  full  force  which  it  is  anywhere 
in  said  bonds  or  in  this  Indenture  provided  that  the  certificate  of  the 
Trustee  shall  have. 

Section  4.  In  case  at  any  time  the  Trustee,  or  any  successor  trustee, 
shall  resign  or  shall  be  removed  or  shall  refuse  to  act  or  otherwise  shall 
become  incapable  of  acting,  or  in  case  a vacancy  shall  arise  from  any 


81 


Article  Thirteen. 

Section  4. 


cause  in  the  trusteeship  under  this  Indenture,  a successor  or  successors 
may  be  appointed  by  the  holders  of  a majority  in  amount  of  the  obliga- 
tions secured  by  this  Indenture  then  outstanding  by  an  instrument  or 
concurrent  instruments  signed  by  such  holders  of  such  obligations,  or 
their  attorneys  in  fact  duly  authorized ; but  until  a new  trustee  shall  be 
appointed  by  the  holders  of  the  obligations  secured  by  this  Indenture,  as 
herein  authorized,  the  Company,  by  an  instrument  executed  by  order 
of  its  board  of  directors,  may  appoint  a trustee  or  trustees  to  fill  such 
vacancy.  Any  trustee  appointed  under  any  of  the  provisions  of  this 
Article  Thirteen,  in  succession  to  Central  Union  Trust  Company  of  New 
York,  the  Trustee,  or  in  succession  to  any  such  successor,  shall  be  a trust 
company  organized  under  the  laws  of  the  State  of  New  York,  having 
an  office  in  the  Borough  of  Manhattan,  in  the  City  of  New  York,  and 
having  a capital,  surplus  and  undivided  profits  aggregating  at  least 
ten  million  dollars,  if  there  be  any  such  trust  company  willing  to  act 
upon  reasonable  terms.  After  any  such  appointment  by  the  Company, 
it  shall  publish  notice  of  such  appointment  once  in  each  of  four  successive 
weeks,  in  a daily  newspaper  of  general  circulation  in  the  Borough  of 
Manhattan,  in  the  City  of  New  York,  but  any  new  trustee  or  trustees 
so  appointed  by  the  Company  shall  immediately  and  without  further  act 
be  superseded  by  a new  trustee  or  trustees  appointed  in  the  manner  above 
provided  by  the  holders  of  a majority  in  amount  of  the  obligations 
secured  by  this  Indenture,  if  such  appointment  by  such  holders  be  made 
prior  to  the  expiration  of  twelve  months  after  the  completion  of  such 
publication  of  notice. 

Any  successor  trustee  appointed  hereunder  shall  execute,  acknowledge 
and  deliver  to  the  Company  (and  file  a counterpart  thereof  with  the 
Trustee)  an  instrument  accepting  such  appointment  hereunder,  and 
thereupon  such  successor  trustee,  without  any  further  act,  deed  or 
conveyance,  shall  become  vested  with  all  the  estates,  properties,  rights, 
powers,  trusts,  duties  and  obligations  of  its  predecessor  in  the  trust 
hereunder,  with  like  efifect  as  if  originally  named  as  trustee  herein; 
but  nevertheless,  on  the  written  request  of  the  Company  or  of  the  suc- 
cessor trustee,  the  trustee  ceasing  to  act  shall  execute  and  deliver  an 
instrument  transferring  to  such  successor  trustee,  upon  the  trusts  herein 
expressed,  all  the  estates,  properties,  rights,  powers  and  trusts  of  the  trus- 
tee so  ceasing  to  act;  and,  upon  request  of  any  such  successor  trustee,  the 
Company  shall  make,  execute,  acknowledge  and  deliver  any  and  all  deeds, 


— by  holders 
of  obliga- 
tions ; 


— by  Com- 
pany. 


Qualifica- 
tions of  suc- 
cessor 
trustee. 


Notice  of 
appointment 
by  Company. 


Appointee  of 

obligation 

holders  to 

supersede 

Company’s 

appointee. 


Successor 
trustee  shall 
accept  ap- 
pointment in 
writing. 


Company  and 
Trustee  may 
appoint  a 
co-trustee  or 
a separate 
trustee  of 
property  sub- 
ject to 
indenture. 


Until  default 
Company  to 
retain  posses- 
sion of  prop- 
erty subject 
to  indenture, 
except  bonds 
and  stocks, 
etc.,  pledged. 


Covenant 
that  income 
after  payment 
of  operating 
and  main- 
tenance ex- 
penses shall 
be  applied 
first  to  pay- 
ment of  in- 
terest on 
secured 
obligations. 


Article  Thirteen. — Sections  4,  5. 

Article  Fourteen. — Section  1. 

82 

conveyances,  or  other  instruments  in  writing  for  more  fully  and  certainly 
vesting  in  and  confirming  to  such  successor  trustee  all  such  estates,  prop- 
erties, rights,  powers,  and  duties.  All  the  conveyances  and  instruments 
hereinbefore  provided  for  shall  be  at  the  cost  of  the  Company  and  its  suc- 
cessors. 

Section  5.  At  any  time  or  times,  in  order  to  conform  to  any  legal 
requirement,  the  Company  and  the  Trustee  shall  have  power  to  appoint, 
and  shall  unite  in  the  execution,  delivery  and  performance  of  all  instru- 
ments and  agreements  necessary  or  proper  to  appoint,  one  or  more  persons, 
approved  by  the  Trustee,  either  to  act  as  co-trustee  or  co-trustees  of  all 
or  any  of  the  property  subject  to  the  lien  hereof,  jointly  with  the  Trustee 
originally  named  herein,  or  its  successor  or  successors,  or  to  act  as  separate 
trustee  or  trustees  of  any  such  property,  and  in  either  case  with  such 
powers  and  authority  as  may  be  specified  in  the  instrument  of  appointment. 

ARTICLE  FOURTEEN. 

Possession  Until  Defauet — Defeasance  Clause. 

Section  1.  Until  some  default  shall  have  been  made  in  the  due  and 
punctual  payment  of  the  interest  or  of  the  principal  of  the  obligations 
secured  by  this  Indenture  at  any  time  outstanding,  or  of  some  part  of 
such  interest  or  principal,  or  until  some  one  or  more  of  the  events  of 
default  specified  in  clauses  (e) , (/),  ( g ),  ( h ) and  (i)  of  Section  1 
of  Article  Nine  shall  have  happened,  the  Company,  its  successors  and 
assigns,  shall  be  suffered  and  permitted  to  retain  actual  possession  of  all 
the  property  subject  to  this  Indenture  (other  than  bonds,  certificates  of 
stock,  cash  and  other  property  pledged,  or  to  be  pledged,  hereunder),  and 
to  manage,  operate  and  use  the  same  and  every  part  thereof,  with  the 
rights  and  franchises  appertaining  thereto,  and  to  collect,  receive,  take, 
use  and  enjoy  the  tolls,  earnings,  income,  rents,  issues  and  profits  thereof. 

The  Company  covenants  and  agrees  that  from  such  income,  after 
payment  of  the  operating  and  maintenance  expenses  of  the  mortgaged 
premises  embraced  in  the  trust  estate,  including  taxes,  the  interest  ma- 
turing upon  the  obligations  secured  by  this  Indenture,  shall  be  first  paid, 
and  such  income,  whether  before  or  after  the  happening  of  an  event  of 
default,  or  whether  the  mortgaged  premises  be  operated  by  the  Company 
or  by  the  Trustee  under  any  powTer  reserved  under  this  Indenture,  or  by 
a receiver  or  receivers  appointed  by  any  court  at  the  instance  of  the 


Article  Fourteen. — Sections  1,  2. 

Article  Fifteen. — Section  1. 

83 

Company  or  of  the  Trustee  or  of  any  mortgagee,  stockholder,  creditor 
or  other  person  interested  in  the  Company  and  having  the  right  to  apply 
for  such  appointment,  shall  be  primarily  pledged  and  applied,  subject 
only  as  otherwise  in  this  Indenture  specifically  provided,  to  the  payment 
of  the  principal  and  interest  of  the  obligations  secured  by  this  Indenture. 

Section  2.  If,  when  the  obligations  secured  by  this  Indenture  shall  Defeasance 
become  due  and  payable,  the  Company  shall  well  and  truly  pay  or claUbe' 
cause  to  be  paid  the  whole  amount  of  the  principal  and  interest  due 
upon  all  of  the  obligations  secured  by  this  Indenture  then  outstanding, 
or  shall  provide  for  the  payment  thereof  by  depositing  with  the  Trus- 
tee the  entire  amount  due  or  to  become  due  thereon  for  principal  and 
interest,  and  also  shall  pay,  or  cause  to  be  paid,  all  other  sums  payable 
hereunder  by  the  Company,  and  shall  well  and  truly  keep  and  perform, 
according  to  the  true  intent  and  meaning  of  this  Indenture,  all  covenants 
herein  required  to  be  kept  and  performed  by  it,  then  and  in  that  case,  at 
the  election  of  the  Company,  all  property,  rights  and  interests  hereby  con- 
veyed or  assigned  or  pledged  shall  revert  to  the  Company,  and  the  estate, 
right,  title  and  interest  of  the  Trustee  shall  thereupon  cease,  determine 
and  become  void,  and  the  Trustee  in  such  case,  on  written  demand  of  the 
Company,  and  at  its  cost  and  expense,  shall  enter  or  permit  satisfaction  of 
this  Indenture  to  be  entered  upon  the  record,  and  shall  assign  and  transfer 
or  cause  to  be  assigned  and  transferred  and  shall  deliver  or  cause  to  be 
delivered  to  the  Company  all  personal  property  then  held  by  the  Trustee 
hereunder;  otherwise  this  Indenture  shall  be,  continue  and  remain  in  full 
force  and  virtue. 


ARTICLE  FIFTEEN. 

Consolidation,  Merger  and  Sale. 

Section  1.  Nothing  in  this  Indenture  shall  prevent  the  Company  from  consoiida- 
taking  over  the  property  of  any  company,  or  shall  prevent  the  consolidation  or°sai™orfe 
with  the  Company  of  any  company  other  than  a subsidiary  company  or 
a controlled  company  of  the  Company,  or  shall  prevent  the  merger  into  the 
Company  of  any  company,  or  shall  prevent  any  merger  of  the  Company 
into  any  company,  or  shall  prevent  the  sale  by  the  Company  of  its  prop- 
erty as  an  entirety  to  any  other  company ; provided  that  any  such  con- 
solidation or  merger  shall  be  on  such  terms  as  to  preserve  and  not  to  impair 
the  lien  or  security  under  this  Indenture  or  any  of  the  rights  and  powers 


Article  Fifteen. 
Sections  1,  2. 


84 


Sale  on 
condition. 


Effect  of 
consolidation, 
merger  or 
sale. 


of  the  Trustee  or  of  the  holders  of  the  obligations  secured  by  this  Inden- 
ture, and  that  any  successor  corporation  formed  by  such  consolidation,  or 
the  corporation  into  which  the  Company  shall  be  merged,  shall,  as  a part 
of  such  consolidation  or  merger,  expressly  assume  the  due  and  punctual 
payment  of  the  principal  and  interest  of  all  the  obligations  secured  by  this 
Indenture  and  the  performance  of  all  the  covenants  and  conditions  of  this 
Indenture ; and  provided  that,  as  a condition  of  any  such  sale  of  the  prop- 
erty of  the  Company  as  an  entirety,  the  corporation  to  which  such  prop- 
erty shall  be  sold  as  an  entirety  shall,  as  a part  of  the  purchase  price 
thereof,  assume  the  due  and  punctual  payment  of  the  principal  and  interest 
of  all  the  obligations  secured  by  this  Indenture  and  the  performance  of 
all  the  covenants  and  conditions  of  this  Indenture,  and  shall,  simul- 
taneously with  the  delivery  to  it  of  such  conveyance,  deliver  to  the  Trustee 
a proper  indenture  to  the  Trustee,  in  form  satisfactory  to  the  Trustee, 
whereby  such  purchasing  corporation  shall  so  assume  the  due  and  punc- 
tual payment  of  the  principal  and  interest  of  all  the  obligations  secured 
by  this  Indenture  and  the  performance  of  all  the  covenants  and  conditions 
of  this  Indenture. 

Section  2.  In  case  any  company  shall  be  consolidated  with  the  Com- 
pany, or  in  case  the  Company  shall  be  merged  into  any  other  corporation, 
or  in  case  the  property  of  the  Company  as  an  entirety  shall  become 
vested  in  some  other  corporation,  the  corporation  formed  by  such  consol- 
idation or  into  which  the  Company  shall  have  been  merged,  or  which  shall 
have  become  vested  as  an  entirety  with  the  property  of  the  Company, 
upon  executing  and  causing  to  be  recorded  an  indenture  with  the  Trustee 
to  the  effect  provided  by  Section  1 of  this  Article  Fifteen,  shall  succeed 
to  and  be  substituted  for  the  Company,  with  the  same  effect  as  if  it  had 
been  named  herein  as  the  party  of  the  first  part  hereto,  and  such  corpora- 
tion may  thereupon  cause  to  be  signed  and  may  issue,  either  in  its  own 
name  or  in  the  name  of  the  Company,  any  or  all  of  the  First  Mortgage 
Bonds  which  shall  not  theretofore  have  been  signed  by  the  Company  and 
delivered  to  the  Trustee,  and  the  Trustee,  upon  the  order  of  such  corpora- 
tion, in  lieu  of  the  Company,  and  subject  to  all  the  terms,  conditions  and 
restrictions  herein  prescribed,  shall  authenticate  any  and  all  First  Mort- 
gage Bonds  which  shall  have  been  previously  signed  by  the  officers  of 
the  Company  and  delivered  to  the  Trustee  for  authentication,  and  any  of 
such  First  Mortgage  Bonds  which  such  corporation  shall  thereafter  cause 
to  be  signed  and  delivered  to  the  Trustee  for  that  purpose.  All  Bonds 


Article  Fifteen. — Sections  2,  3,  4. 

Article  Sixteen. — Sections  1,  2. 

85 

so  issued  shall  in  all  respects  have  the  same  legal  rank  and  security  as 
the  Bonds  theretofore  or  thereafter  issued  in  accordance  with  the  terms 
of  this  Indenture  as  though  all  of  said  Bonds  had  been  actually  issued  by 
the  Company  as  of  the  date  of  the  execution  hereof. 

Section  3.  For  every  purpose  of  this  Indenture,  including  the  execu-  Term  "Cona- 
tion, issue  and  use  of  any  and  all  the  First  Mortgage  Bonds,  the  term  eludes  suc- 
Company  includes  and  means  not  only  Allied  Packers,  Incorporated,  but  £ttion.C°rp° 
also  any  such  successor  corporation.  Every  such  successor  corporation 
shall  possess,  and  from  time  to  time  may  exercise,  each  and  every  right 
and  power  hereunder  of  Allied  Packers,  Incorporated,  in  its  name  or 
otherwise,  and  any  act  or  proceeding  by  any  provision  of  this  Indenture 
required  to  be  done  or  performed  by  any  board,  committee  or  officer 
of  the  Company  may  be  done  and  performed  with  like  force  and  effect 
by  the  like  board,  committee  or  officer  of  any  corporation  that  shall  at 
the  time  be  such  lawful  successor  of  the  Company.  In  the  event  of  the 
change  of  name  of  the  Company,  the  Company  may  issue  and  the  Trustee 
shall  authenticate  and  deliver  in  accordance  with  the  provisions  herein- 
before in  this  Indenture  set  forth,  any  First  Mortgage  Bonds  then  or 
thereafter  issuable  or  deliverable  under  this  Indenture,  whether  in 
exchange  for  outstanding  First  Mortgage  Bonds,  or  otherwise,  either  in 
the  present  name  of  the  Company  or  in  its  name  at  the  time  of  any 
such  delivery  as  fixed  and  determined  by  any  such  change. 

Section  4.  Nevertheless,  before  the  exercise  of  the  powers  conferred  company  may 
by  this  Article  Fifteen,  the  Company,  by  instrument  in  writing  executed  powers  con- 
by  authority  of  two-thirds  of  the  members  of  its  board  of  directors  and 
delivered  to  the  Trustee,  may  surrender  any  of  the  powers  reserved  to 
the  Company  or  to  such  successor  or  purchasing  corporation ; and  there- 
upon such  power  so  surrendered  shall  terminate. 

ARTICLE  SIXTEEN. 

Sundry  Provisions. 

Section  1.  All  the  covenants,  stipulations,  promises  and  agreements  covenants 
in  this  Indenture  contained  by  or  in  behalf  of  the  Company  shall  bind  ments  of 
its  successors  and  assigns,  whether  so  expressed  or  not.  bindPsuc- t0 

eessors  and 

Section  2.  Except  where  the  context  otherwise  requires,  the  words,  Term"* 
the  Trustee,  as  used  in  this  Indenture,  shall  be  held  and  construed  to  ^TEE*.60” 


Indenture 
may  be 
executed  in 
several 
counterparts. 


Parties 
having  rights 
under  inden- 
ture. 


Acceptance 
of  Trust. 


Testimonium. 


Article  Sixteen. — Sections  2,  3. 

Article  Seventeen. 

86 

mean  the  Trustee  for  the  time  being  under  this  Indenture,  whether 
original  or  successor ; the  words,  the  Trustee,  debentures,  bonds,  debenture- 
holders,  bondholders  and  holders  or  holders  of  obligations  secured  by 
this  Indenture,  or  like  terms,  shall  include  both  the  singular  and  plural 
number. 

Section  3.  In  order  to  facilitate  the  record  of  this  Indenture,  the 
same  may  be  simultaneously  executed  in  any  number  of  counterparts, 
each  of  which  so  executed  shall  be  deemed  to  be  an  original ; and  such 
counterparts  shall  together  constitute  but  one  and  the  same  instrument. 


ARTICLE  SEVENTEEN. 

Parties  in  Interest. 

Nothing  in  this  Indenture  expressed  or  implied  is  intended,  or  shall 
be  construed,  to  confer  upon,  or  to  give  to,  any  person  or  corporation, 
other  than  the  parties  hereto  and  the  holders  of  the  obligations  secured 
by  this  Indenture,  any  right,  remedy  or  claim,  under  or  by  reason  of  this 
Indenture  or  any  covenant,  condition  or  stipulation  hereof ; and  all  the 
covenants,  stipulations,  promises  and  agreements  in  this  Indenture  con- 
tained by  or  on  behalf  of  the  Company  shall  be  for  the  sole  and  exclusive 
benefit  of  the  parties  hereto  and  of  the  holders  of  the  obligations  secured 
by  this  Indenture. 

Central  Union  Trust  Company  of  New  York,  Trustee,  the  party 
hereto  of  the  second  part,  hereby  accepts  the  trusts  in  this  Indenture 
declared  and  provided,  and  agrees  to  perform  the  same  upon  the  terms 
and  conditions  hereinbefore  set  forth. 

In  Witness  Whereof,  Allied  Packers,  Incorporated,  the  party  hereto 
of  the  first  part,  has  caused  this  Indenture  to  be  signed  and  acknowledged 
or  proved  by  its  president  or  a vice-president,  and  its  corporate  seal 
to  be  hereunto  affixed  and  the  same  to  be  attested  by  the  signature 
of  its  secretary  or  an  assistant  secretary;  and  Central  Union  Trust 
Company  of  New  York,  the  party  hereto  of  the  second  part,  has  caused 
this  Indenture  to  be  signed  and  acknowledged  or  proved  by  its  president 
or  a vice-president,  and  its  corporate  seal  to  be  hereunto  affixed  and  the 


87 


same  to  be  attested  by  the  signature  of  its  secretary  or  an  assistant  secre- 
tary as  of  the  day  and  year  first  above  written. 


Allied  Packers,  Incorporated, 

by  J.  A.  Hawkinson 

President. 

[corporate  seal] 

Attest : 

Alfred  L.  Arthur 
Secretary. 


Signatures 
awl  Seals. 


Central  Union  Trust  Company  of  New  York, 

by  M.  Ferguson 

Vice-President. 

[corporate  seal] 

Attest : 

C.  E.  Sigler 

A.  Secretary. 

Signed,  sealed  and  delivered 
in  the  presence  of  : 

Clinton  Combes 
Orville  C.  Sanborn 
As  to  Allied  Packers,  Incorporated. 

A.  J.  Boyan 
Orville  C.  Sanborn 

As  to  Central  Union  Trust  Company  of  New  York. 


88 


Acknowledg- 

ments. 


State  of  New  York,) 

County  of  New  York,)SS" 

I,  Edward  J.  McDonald,  a notary  public,  duly  qualified  in  and  for 
the  County  and  State  of  New  York,  do  certify  that  this  day  personally 
appeared  before  me  in  the  County  and  State  aforesaid,  J.  A.  Hawkinson, 
and  Alfred  L.  Arthur,  who  being  by  me  duly  sworn,  did  depose  and 
say,  the  said  J.  A.  Hawkinson,  that  he  resides  in  Nashville,  Tenn.,  and 
is  president,  and  the  said  Alfred  L.  Arthur  that  he  resides  in  Chicago, 
111.,  and  is  secretary  of  Allied  Packers,  Incorporated,  one  of  the  corpora- 
tions described  in  and  which  executed  the  above  instrument  bearing  date 
the  first  day  of  December,  1921 ; that  they  and  each  of  them  are  duly 
authorized  by  said  corporation  to  execute  and  acknowledge  deeds  and 
other  writings  of  said  corporation ; that  they  know  the  seal  of  said  cor- 
poration ; that  the  seal  affixed  to  said  instrument  is  such  corporate  seal ; 
that  it  was  so  affixed  and  that  the  name  of  said  corporation  was  sub- 
scribed to  said  instrument  by  the  said  J.  A.  Hawkinson  as  said  president 
and  by  the  said  Alfred  L.  Arthur  as  secretary,  by  order  of  the  board  of 
directors  of  said  corporation ; and  said  J.  A.  Hawkinson,  president  and 
said  Alfred  L.  Arthur,  secretary  of  said  Allied  Packers,  Incorporated, 
whose  names  as  such  are  signed  to  the  above  instrument,  duly  acknowl- 
edge the  same  to  be  the  free  act  and  deed  of  said  corporation,  for  the 
uses  and  purposes  therein  expressed,  mentioned  and  set  forth. 

Given  under  my  hand  and  official  seal  this  19th  day  of  December,  1921. 

Edward  J.  McDonald 
[notarial  seal]  Notary  Public  Kings  Co. 

N.  Y.  Co.  Clk’s  No.  188,  Reg.  No.  2151 
Kings  Co.  Clk’s  No.  76,  Reg.  No.  2073 
Commission  expires  March  30,  1922 


89 


State  of  New  York,) 

County  of  New  York,) 

I,  M.  J.  Cullen,  a notary  public,  duly  qualified  in  and  for  the  County  Acknowiedg- 
and  State  of  New  York,  do  certify  that  this  day  personally  appeared mcnts' 
before  me  in  the  County  and  State  aforesaid,  M.  Ferguson,  and  C.  E. 

Sigler,  who,  being  by  me  duly  sworn,  did  depose  and  say  the  said 
M.  Ferguson,  that  he  resides  in  Brooklyn,  New  York,  and  is  a vice- 
president,  and  the  said  C.  E.  Sigler  that  he  resides  in  Brooklyn,  New 
York,  and  is  an  assistant  secretary  of  Central  Union  Trust  Company 
of  New  York,  one  of  the  corporations  described  in  and  which  executed 
the  above  instrument  bearing  date  the  first  day  of  December,  1921 ; that 
they  and  each  of  them  are  duly  authorized  by  said  corporation  to  execute 
and  acknowledge  deeds  and  other  writings  of  said  corporation ; that 
they  know  the  seal  of  said  corporation ; that  the  seal  affixed  to  said 
instrument  is  such  corporate  seal ; that  it  was  so  affixed  and  that  the 
name  of  said  corporation  was  subscribed  to  said  instrument  by  the  said 
M.  Ferguson  as  said  vice-president,  and  by  the  said  C.  E.  Sigler,  as 
assistant  secretary,  by  order  of  the  board  of  trustees  of  said  corporation ; 
and  said  M.  Ferguson,  vice-president,  and  said  C.  E.  Sigler,  assistant 
secretary  of  said  Central  Union  Trust  Company  of  New  York,  whose 
names  as  such  are  signed  to  the  above  instrument,  duly  acknowledged 
said  instrument  to  be  the  free  act  and  deed  of  said  corporation,  for  the 
uses  and  purposes  therein  expressed,  mentioned  and  set  forth. 

Given  under  my  hand  and  official  seal  this  19  day  of  December,  1921. 

M.  J.  Cullen 

[notarial  seal]  Notary  Public  Kings  County  No.  175 

Kings  County  Register’s  No.  2169 
Certificate  Filed  in  New  York  County  No.  424 
New  York  County  Register’s  No.  2336 
My  commission  expires  March  30,  1922. 


State  of  New  York,) 

County  of  New  York,) 

J.  A.  Hawkinson,  being  duly  sworn,  deposes  and  says: 


1.  I am  President  of  Allied  Packers,  Incorporated,  the  party 
of  the  first  part,  mentioned  and  described  in  the  foregoing  Inden- 
ture of  Mortgage.  Said  Mortgage  was  made  to  secure  not  to  exceed 
$8,000,000  in  aggregate  principal  amount  of  the  following  obligations : 
(a)  one-half  of  $16,000,000  in  principal  amount  of  the  outstanding 
Twenty-Year  Convertible  Sinking  Fund  Six  Per  Cent.  Debenture  Bonds 
of  Allied  Packers,  Incorporated,  issued  under  the  trust  indenture  of  said 
Company  to  The  Equitable  Trust  Company  of  New  York,  as  trustee, 
dated  July  1,  1919  (hereinafter  called  Existing  Debentures)  ; ( b ) all  of 
the  Series  A Debentures  of  the  company  issued  under  said  trust  indenture 
of  the  Company  to  The  Equitable  Trust  Company  of  New  York,  dated 
July  1,  1919,  as  supplemented  by  the  Supplemental  Indenture  of  the 
company  to  said  trustee  dated  December  1,  1921,  in  conversion  of  Existing 
Debentures;  (c)  all  of  the  First  Mortgage  Bonds  of  the  Company  issued 
under  the  above  Indenture  of  Mortgage  of  the  Company  to  Central  Union 
Trust  Company  of  New  York,  dated  December  1,  1921,  in  conversion  of 
any  of  said  Existing  Debentures  or  Series  A Debentures  of  the  Company, 
as  provided  in  said  Mortgage. 

2.  The  consideration  of  said  Mortgage  was  actual  and  adequate  and 
the  same  was  given  in  good  faith  for  the  purposes  in  such  instrument  set 
forth. 


Sworn  to  before  me  this  ) 
19th  day  of  December,  1921.  ) 


J.  A.  Hawkinson 


Edward  J.  McDonald 

Notary  Public  Kings  Co.  [notarial  seal] 

N.  Y.%  Co.  Clk’s  No.  IBS,  Reg.  No.  2151 
Kings  Co.  Clk’s  No.  76,  Reg.  No.  2073 
Commission  expires  March  30,  1922 


K2789 


